Common use of First Extension Term Clause in Contracts

First Extension Term. On the conditions (which conditions may be waived in Landlord’s sole discretion) that, both at the time of Tenant’s delivery of Tenant’s First Extension Notice and as of the commencement of the First Extension Term: (i) there exists no monetary or material non-monetary Event of Default, (ii) the Lease is still in full force and effect, and (iii) HubSpot, Inc., itself, a Permitted Tenant Successor, and/or a Tenant Affiliate (as hereinafter defined) occupies at least seventy-five percent (75%) of the Rentable Floor Area of the Premises then leased to Tenant as of the Extended Expiration Date (excepting only the subleasing by Tenant, if and to the extent permitted under the Lease, of up to 25% of the Premises in the aggregate to a party or parties other than a Permitted Tenant Successor or a Tenant Affiliate), then Tenant shall have the right to extend the Term for all but not just a portion of the then Premises for two (2) consecutive periods of five (5) years each (the “First Extension Term” commencing September 1, 2027, and expiring August 31, 2032; and, if Tenant timely and properly exercises its right to extend the Term for the First Extension Term, the “Second Extension Term” commencing September 1, 2032, and expiring August 31, 2037; each, an “Extension Term”). Each Extension Term shall be on all of the terms and conditions of the Lease, except that (a) the Annual Fixed Rent shall be equal to the Fair Market Rent, as determined below, as of the commencement of the applicable Extension Term, (b) Landlord shall have no obligation to provide any construction allowance or to perform any work to the Premises as a result of such extension, provided, however, the foregoing shall both be considered relevant factors in determining the Fair Market Rent for the applicable Extension Term, (c) Tenant shall have no right to further extend the Term beyond the Second Extension Term and (d) the alternative tax provisions contained in Section 6.1(D) below shall have no applicability with respect to either Extension Term (it being understood that such provisions shall only apply during the initial Lease Term).

First Extension Term. On Borrowers’ option to extend the conditions (which conditions may be waived in Landlord’s sole discretion) that, both at Maturity Date for the time of Tenant’s delivery of Tenant’s First Extension Notice 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 forty-five (45) days, but no earlier than ninety (90) days, prior to the Initial Maturity Date; (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 Initial Maturity Date; (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 as of the Initial Maturity Date, and Hotel Owner and Operating Lessee shall certify to Administrative Agent that neither is in default under the Marriott Agreements; (d) Borrowers shall have delivered to Administrative Agent an estoppel certificate from the Condominium Association certifying to 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 Condominium Association; (e) All representations and warranties made by Borrowers, Operating Lessee and Guarantor in the 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 the commencement Initial Maturity Date with the same force and effect as if made on and as of such date (or if not, 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 1.15 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 1.15 to 1.0 and (ii) pay all sums, and takes all other actions, required pursuant to Section 1.8(c) in connection with such prepayment; (g) At the option of Administrative Agent or the Required Lenders, Administrative Agent shall have obtained an Appraisal of the Property; provided, however, that this condition shall be deemed satisfied so long as Borrowers, within five (5) Business Days after the written request of Administrative Agent, its appraiser or other representative, shall have delivered such information concerning the Property as shall have been reasonably requested by it, and, subject to the rights of Manager under the Management Agreement, given it access to the Property for inspection, if such information or access shall have been requested prior to the Initial Maturity Date; (h) The ratio of the outstanding principal amount of the Loan as of the Initial Maturity Date 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 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 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 Section 1.8(c) in connection with such prepayment; (i) 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 Initial Maturity Date), 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 First Extension Term: ; (j) At the option of Administrative Agent, Borrowers shall, in connection with the extension of the Maturity Date, on or before the Initial Maturity Date, (i) there exists no monetary or material non-monetary Event of Default, (ii) the Lease is still in full force and effect, and (iii) HubSpot, Inc., itself, a Permitted Tenant Successor, and/or a Tenant Affiliate (as hereinafter defined) occupies at least seventy-five percent (75%) of the Rentable Floor Area of the Premises then leased to Tenant as of the Extended Expiration Date (excepting only the subleasing by Tenant, if and to the extent permitted under the Lease, of up to 25% of the Premises in the aggregate to a party or parties other than a Permitted Tenant Successor or a Tenant Affiliate), then Tenant shall have the right to extend the Term for all but not just a portion of the then Premises for two (2) consecutive periods of five (5) years each (the “First Extension Term” commencing September 1, 2027, and expiring August 31, 2032; and, if Tenant timely and properly exercises its right to extend the Term for the First Extension Term, the “Second Extension Term” commencing September 1, 2032, and expiring August 31, 2037; each, obtain an “Extension Term”). Each Extension Term shall be on all of 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 LeaseMinimum Counterparty Credit Rating, except that and (ii) deliver to Administrative Agent an Assignment of Interest Rate Protection Agreement (in the form attached to such 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, if Administrative Agent is the Counterparty, no opinion regarding the due authorization, execution and delivery by Counterparty shall be required; (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 Annual Fixed Rent 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 1.17.1; and (l) Borrowers shall be equal have paid the Extension Fee to Administrative Agent for the benefit of Lenders on or prior to the Fair Market Rent, as determined below, as Initial Maturity Date; (m) Borrowers shall have paid to Administrative Agent the cost of the commencement of the applicable Extension Termappraisal referred to in Section 1.17.1(g), (b) Landlord shall have no obligation to provide any construction allowance and all other reasonable costs and expenses incurred by Administrative Agent and Lenders in connection with such extension on or to perform any work prior to the Premises as a result of such extension, provided, however, the foregoing shall both be considered relevant factors in determining the Fair Market Rent for the applicable Extension Term, (c) Tenant shall have no right to further extend the Term beyond the Second Extension Term and (d) the alternative tax provisions contained in Section 6.1(D) below shall have no applicability with respect to either Extension Term (it being understood that such provisions shall only apply during the initial Lease Term)Initial Maturity Date.