Common use of Third Extension Option Clause in Contracts

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date to the Third Extended Maturity Date (the “Third Extension Option”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option; (b) No Default, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as of the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third 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 Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and (f) 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.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower Tenant shall also have the right option to extend the Second Extended Maturity Date to the Third Extended Maturity Date this Lease (the “"Third Extension Option”; and ") with respect to the period commencing on Renewal Space or Premises (as applicable) for one additional term of five (5) years (the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “"Third 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 If the Third Extension Option is exercised, then the Base Rent per annum for such Third Extension Period shall be an amount equal to the Second Extended Maturity Date advising that Borrower is exercising Fair Market Rental Value for the Renewal Space or Premises (as applicable) as of the commencement of the Third Extension Option for such Third Extension Period. (b) The Third Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.4(b). (i) If Tenant wishes to exercise the Third Extension Option; , Tenant must, on or before the date occurring nine (b9) No Default, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as months before the expiration of the Second Extension Period (but not before the date Borrower exercises that is twelve (12) months before the expiration of the Second Extension Period), exercise the Third Extension Option by delivering written notice (the "Third Option Exercise Notice") to Landlord. If Tenant timely and as properly exercises its Third Extension Option, the Lease Term shall be extended for the Third Extension Period upon all of the commencement date terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Third Extension Period shall be as provided in Section 51.4(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Third Option Exercise Notice, Tenant shall be considered to have elected not to exercise the Third Extension Option. (c) It is understood and agreed that the Third Extension Option hereby granted is personal to Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease. In the event of any assignment of this Lease (other than to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease), the Third Extension Option shall automatically terminate and shall thereafter be null and void. In addition, Tenant may not exercise the Third Extension Option, and any attempted exercise of the Third Extension Term;Option shall be ineffective, if at the time Tenant delivers the Third Option Exercise Notice the Subletting Threshold is exceeded. (cd) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day Tenant's exercise of the Third Extension TermOption shall, one if Landlord so elects in its absolute discretion, be ineffective in the event that an Event of Default by Tenant remains uncured at the time of delivery of the Third Option Exercise Notice (provided that Landlord must exercise such option to nullify the effectiveness of Tenant's exercise by notice delivered to Tenant within twenty (20) business days following the date of Tenant's delivery of Tenant's Third Option Exercise Notice or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) Landlord will be effective commencing on the first day deemed to have waived its right to nullify Tenant's exercise of the Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmationsOption); and (f) 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.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date to the Third Extended Maturity Date (the “Third Extension Option”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option; (b) No Default, Mezzanine Mortgage Loan Default, Event of Default or Mezzanine Mortgage Loan Event of Default exists as of the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third 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 Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Mortgage Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Mortgage Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and (f) 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.

Third Extension Option. Provided Borrower has properly exercised At the First Extension Option and written notice of the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date Borrowers delivered to the Third Extended Maturity Date Administrative Agent not less than forty-five days (the “Third Extension Option”; 45) and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 in advance of the Second Extended Maturity Date, the Second Extended Maturity Date shall be extended to the one-year anniversary of the Second Extended Maturity Date (the ”Third Extended Maturity Date") provided that the following conditions are satisfied: (i) The Term Maturity Date has previously been extended to the First Extended Maturity Date and not less than thirty (30) days prior the First Extended Maturity Date has been extended to the Second Extended Maturity Date advising that Borrower is exercising pursuant to the Third Extension Optionprovisions of Section 2.5(a) and (b) hereof; (bii) No DefaultAll representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the Second Extended Maturity Date, Mezzanine Defaultexcept to the extent such representation and warranty (x) is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder; (iii) As of the date the Borrowers deliver notice of their intent to exercise an Extension Option, and the Second Extended Maturity Date, no Event of Default or Mezzanine Event of Default exists as shall have occurred and be continuing and the Borrowers shall so certify in writing; (iv) As of the date Borrower exercises the Third Borrowers deliver notice of their intent to exercise an Extension Option Option, and as of the commencement date of the Third Second Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtainBorrowers have demonstrated to the satisfaction of the Administrative Agent, deliver that the Debt Yield for the Mall is greater than or equal to ten and assign the benefits thereof a half percent (10.5%); and (v) On or prior to Lender not later than one (1) Business Day immediately preceding the first day of the Third Extension Termthird extension period, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement Borrowers shall (i) be effective commencing on pay to Agent for the first day ratable benefit of the Third Extension Term, (ii) have then-current Lenders a LIBOR strike price fee equal to the applicable Strike Price, twelve and a half hundredths of one percent (iii0.125%) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and (f) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expensesthen-current outstanding Term Loans.

Third Extension Option. Provided that the Borrower has properly exercised duly extended the First Extension Option Termination Date pursuant to, and in accordance with, the Second Extension Optionterms and conditions Sections 2.13 and 2.14, the Borrower shall have may request that the right to Lender further extend the Second Extended Maturity Termination Date to July 30, 2018, such extension request shall be granted to the Third Extended Maturity Date (Borrower upon the “Third Extension Option”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third Extension Term”), provided that all satisfaction of the following requirements are satisfiedconditions: (a) The Borrower delivers shall have delivered to the Lender a written irrevocable notice request to Lender extend the term of this Agreement not more earlier than ninety (90) days April 30, 2017 and not less later than thirty (June 30) days prior to the Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option, 2017; (b) No Default, Mezzanine Default, Event The Borrower shall have delivered to the Lender an extension fee equal to one-half of Default or Mezzanine Event one percent (0.50%) of Default exists the Principal Amount as of July 30, 2017, on or before the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension TermTermination Date; (c) If No Default or Event of Default shall have occurred and shall be continuing at the Interest Rate Cap Agreement is scheduled to mature prior to time the Third Extended Maturity DateLender receives the Borrower’s written request for the extension nor on July 30, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third 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 Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date2017; (d) Borrower All representations and warranties under this Agreement (including, without limitation, the representation in Section 6.19) and the other Credit Documents shall have extended be true and correct in all material respects as of July 30, 2017, except to the term extent that the Lender accepted exceptions to such representations and warranties at the time that the applicable Eligible Loan was added to the Eligible Loan Pool or accepts such exception at the time of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreementextension; (e) The Borrower executes shall prepay, on or before the succeeding Termination Date, so much of the outstanding principal balance of each Eligible Loan as is necessary such that the Allocated Loan Amount related to each such Eligible Loan after such prepayment shall be equal to the product of (i) the Advance Rate for such Eligible Loan and delivers (ii) the Asset Value of such Eligible Loan based on a then-current as-is appraised value as determined by an updated Appraisal thereof; (f) The Borrower shall pay, on or before the succeeding Termination Date, any amount necessary pursuant to Lender an amendment Section 2.07(c) to meet the Targeted Repayment Schedule of any Eligible Loan having a Targeted Repayment Schedule requiring such payments on or before the succeeding Termination Date; provided, however, that the Borrower shall not be required to pay any Prepayment Fee (other than actual, out of pocket LIBOR breakage costs, if any, as a result of such payment being made other than on a Payment Date) with respect to amounts prepaid pursuant to this Agreementclause (f); (g) The Borrower shall execute any agreements, documents or amendments to the Credit Documents reasonably acceptable requested by the Lender to Lender in all respects, document such extension (which confirms amendments shall not change the date terms of this Agreement other than to which extend the Second Extended Maturity Date has been extended (without any other amendments or confirmationsterm hereof); and (fh) The Borrower reimburses Lender for shall pay all costs and expenses reasonably incurred by the Lender in processing connection with such extension of this Agreement, including the extension request, including, without limitation, Lender’s reasonable legal fees and expensesattorneys’ fees.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower Tenant shall also have the right option to extend the Second Extended Maturity Date to the Third Extended Maturity Date this Lease (the “Third Extension Option”; and ) with respect to the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as Premises for one additional term of five (5) years (the “Third Extension TermPeriod”), 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 If the Third Extension Option is exercised, then the Base Rent per annum for such Third Extension Period shall be an amount equal to the Second Extended Maturity Date advising that Borrower is exercising Fair Market 3489-000151321/1351 Harbor Bay Pkwy -62- Rental Value for the Premises as of the commencement of the Third Extension Option for such Third Extension Period. (b) The Third Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.4(b). (i) If Tenant wishes to exercise the Third Extension Option; , Tenant must, on or before the date occurring nine (b9) No Default, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as months before the expiration of the Second Extension Period (but not before the date Borrower exercises that is twelve (12) months before the expiration of the Second Extension Period), exercise the Third Extension Option by delivering written notice (the “Third Option Exercise Notice”) to Landlord. If Tenant timely and as properly exercises its Third Extension Option, the Lease Term shall be extended for the Third Extension Period upon all of the commencement date terms and conditions set forth in the Lease, as amended, except that the Base Rent for the Third Extension Period shall be as provided in Section 51.4(a) and Tenant shall have no further options to extend the Lease Term. (ii) If Tenant fails to deliver a timely Third Option Exercise Notice, Tenant shall be considered to have elected not to exercise the Third Extension Option. (c) It is understood and agreed that the Third Extension Option hereby granted is personal to Tenant and is not transferable except to a Permitted Transferee in connection with an assignment of ▇▇▇▇▇▇'s entire interest in this Lease. In the event of any assignment of this Lease (other than to a Permitted Transferee in connection with an assignment of Tenant's entire interest in this Lease), the Third Extension Option shall automatically terminate and shall thereafter be null and void. In addition, Tenant may not exercise the Third Extension Option, and any attempted exercise of the Third Extension Term;Option shall be ineffective, if at the time Tenant delivers the Third Option Exercise Notice the Subletting Threshold is exceeded. (cd) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day ▇▇▇▇▇▇'s exercise of the Third Extension TermOption shall, one if Landlord so elects in its absolute discretion, be ineffective in the event that an Event of Default by Tenant remains uncured at the time of delivery of the Third Option Exercise Notice (provided that Landlord must exercise such option to nullify the effectiveness of Tenant's exercise by notice delivered to Tenant within twenty (20) business days following the date of Tenant's delivery of Tenant's Third Option Exercise Notice or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) Landlord will be effective commencing on the first day deemed to have waived its right to nullify Tenant's exercise of the Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmationsOption); and (f) 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.

Third Extension Option. Provided Borrower has properly exercised At the First Extension Option and written notice of the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date Borrowers delivered to the Third Extended Maturity Date Administrative Agent not less than forty-five days (the “Third Extension Option”; 45) and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 in advance of the Second Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the Second Extended Maturity Date (the “Third Extended Maturity Date”) provided that the following conditions are satisfied: (i) The Term Maturity Date has previously been extended to the First Extended Maturity Date and not less than thirty (30) days prior the First Extended Maturity Date has been extended to the Second Extended Maturity Date advising that Borrower is exercising pursuant to the Third Extension Optionprovisions of Section 2.5(a) and (b) hereof; (bii) No DefaultAll representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the Second Extended Maturity Date, Mezzanine Defaultexcept to the extent such representation and warranty (x) is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder; (iii) As of the date the Borrowers deliver notice of their intent to exercise an Extension Option, and the Second Extended Maturity Date, no Event of Default or Mezzanine Event of Default exists as shall have occurred and be continuing and the Borrowers shall so certify in writing; (iv) As of the date Borrower exercises the Third Borrowers deliver notice of their intent to exercise an Extension Option Option, and as of the commencement date of the Third Second Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtainBorrowers have demonstrated to the satisfaction of the Administrative Agent, deliver that the Debt Yield for the Mall is greater than or equal to ten and assign the benefits thereof a half percent (10.5%); and (v) On or prior to Lender not later than one (1) Business Day immediately preceding the first day of the Third Extension Termthird extension period, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement Borrowers shall (i) be effective commencing on pay to Agent for the first day ratable benefit of the Third Extension Term, (ii) have then-current Lenders a LIBOR strike price fee equal to the applicable Strike Price, twelve and a half hundredths of one percent (iii0.125%) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine Loan Agreement; (e) 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and (f) Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expensesthen-current outstanding Term Loans.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date to the Third Extended Maturity Date (the “Third Extension Option”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option; (b) No Default, Mezzanine Default, Event of Default or Mezzanine Event of Default exists as of the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third 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 Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the 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 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 Third Extended Maturity Date, and Lender has received evidence reasonable 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 effects 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 Second Extended 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and; (fg) 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 Second Extended 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 Third 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 Third Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.2(b)(ix); 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 Section 3.1.21 (a) and (b) hereof.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date to the Third Extended Maturity Date (the “Third Extension Option”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third 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 Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option; (b) No Default, Mezzanine Mortgage Loan Default, Event of Default or Mezzanine Mortgage Loan Event of Default exists as of the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension Term; (c) If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third 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 Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower shall have extended the term of the Mezzanine Mortgage Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mezzanine 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 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 Third Extended Maturity Date, and Lender has received evidence reasonable 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 effects 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 clause (e)(ii) (but not clause (e)(i)) shall be deemed satisfied if, as of the Second Extended 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 Second Extended Maturity Date has been extended (without any other amendments or confirmations); and; (fg) 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 Second Extended 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 Third 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 Third 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.

Third Extension Option. Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Fixed Maturity Date to the Third Extended Maturity Date (the “Third Extension Option”; and the period commencing on the first (1st) day following the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “Third Extension Term”), provided that all of the following requirements conditions are satisfied: (a) Borrower delivers written irrevocable notice to Lender not more than ninety (90) days no monetary Default or monetary Mortgage Loan Default and not less than thirty (30) days prior to no Event of Default or Mortgage Loan Event of Default shall have occurred and be continuing at the Second Extended Maturity Date advising that Borrower is exercising time the Third Extension OptionOption is exercised and on the date that the Third Extension Term is commenced; (b) No Default, Mezzanine Default, Event Borrower shall notify Lender of Default or Mezzanine Event of Default exists as of the date Borrower exercises its election to exercise the Third Extension Option not earlier than six (6) months, and as of no later than one (1) month, prior to the commencement date of the Third Extension Term; (c) If if the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, obtain and deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, Counterparty which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, Term and (iii) shall have a maturity date not earlier than the Third Extended Maturity Date; (d) Borrower the maturity date of the Mortgage Loan shall have been extended the term of the Mezzanine Loan to a maturity date not earlier than the Third Extended Maturity Date on the same terms and conditions as in accordance with effect on the terms of the Mezzanine Loan Agreementdate hereof; (e) Borrower executes and delivers the maturity date of the Additional Mezzanine Loan, if the Additional Mezzanine Loan is then outstanding, shall be extended to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Second Third Extended Maturity Date has been extended (without any other amendments or confirmations)on the same terms and conditions as in effect on the date hereof; and (f) Borrower reimburses shall pay to Lender for all costs and expenses reasonably incurred by Lender in processing an extension fee equal to fifteen one-hundredths of one percent (0.15%) of the extension request, including, without limitation, reasonable legal fees and expensesOutstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Third Extension Term.