Common use of Extension Options Clause in Contracts

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2017 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2018 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2019 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement. Lender (or its Affiliates) shall have the right to match the best economic terms available to Borrower (as determined by Borrower), and provide the Replacement Interest Rate Cap Agreements, subject to the requirements hereunder; iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) with respect to the exercise of the Second Extension Option, Borrower shall pay to Lender the Extension Fee on the First Extended Maturity Date, and with respect to the exercise of the Third Extension Option, Borrower shall pay to Lender the Extension Fee on the Second Extended Maturity Date; (f) (i) the Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Extension Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, and (ii) after the Approved Mezzanine Closing Date, the Aggregate Debt Yield (based on unaudited financial statements from the trailing twelve-month period ending the last day of February of the applicable calendar year) shall be no less than the applicable Minimum Aggregate Debt Yield as of the first day of the Second Extended Term or the first day of the Third Extended Term, as applicable, in each case, after application of any prepayments made by Borrower and Owner and the Approved Mezzanine Borrower as permitted by Section 2.4.2(a) or Section 2.4.2(b); and iv. (g) Each of Owner and Approved Mezzanine Borrower shall have (i) timely exercised the extension option to extend the terms of First applicable Mortgage Loan and the Approved Mezzanine Note A-1 Loan and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Approved Mezzanine Loan Documents Documents, as applicable, to exercise such extension optionsoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan and the Approved Mezzanine Loan, as applicable. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11June 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10June 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12June 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, and the Second Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject The Port hereby grants Tenant two (2) successive options to extend the Term of this Agreement (herein referred to individually as an “Extension Option”) for an additional period of ten (10) years for each option (herein referred to individually as “Extension Term”) except that no additional Extension Options shall apply following the second Extension Term and Rent during any such Extension Terms shall be determined and adjusted pursuant to Section 4.2. Except for the Allowed Variances and special provisions provided for in Section 25.3 to cure deficiencies arising out of the Allowed Variances (collectively referred to as “Special Provisions Variance”) the Extension Terms shall be on the same terms, covenants and conditions as the initial term of this Agreement. The Special Provisions Variance will apply only so long as the GSA Sublease (as hereinafter defined) remains in effect. Written notices of Tenant's exercise of the Extension Option for each Extension Term must be given to the provisions Port no less than six (6) months prior to the expiration of the then-current Term (the “Extension Notice Date”). Tenant shall have no right to exercise its right to extend the Term of this Section 5Agreement at such time as an Event of Default is outstanding beyond the applicable notice and cure period; provided, Mezzanine Borrower shall have that, if the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than Port declares an Event of Default within thirty (30) days prior to the Initial Maturity Extension Notice Date, then the period of time within which said option may be exercised shall be extended as reasonably necessary for Tenant to extend cure the Maturity Date to November 11, 2010 (the First Extended Maturity Date)Event of Default. In the event Mezzanine Borrower that Tenant fails to exercise an Extension Option within the time period stated above, Port will give written notice to the Leasehold Mortgagee and Leasehold Mortgagee shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior from receipt of the notice to exercise the First Extended Maturity Date, to extend Extension Option in the First Extended Maturity Date to November 10, 2011 (place and stead of the Second Extended Maturity Date)Tenant. In the event Mezzanine Borrower shall have exercised that both Tenant and Leasehold Mortgagee fail to exercise an Extension Option in the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Datetime periods contemplated above, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time Term of this Agreement shall expire upon the expiration of the then-applicable termcurrent Term, and Mezzanine Borrower is diligently curing such Noticed Default within Tenant shall have no further right to extend the allotted cure period under the Mezzanine Loan DocumentsTerm hereof. The Extension Options herein granted to Tenant may not be separated from this Agreement in any manner, then such term by reservation or otherwise; however, Permitted Subleases may provide that notice of exercise of a materially co- terminus (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for e.g., not more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to month shorter) corresponding extension option by the first day subtenant of the term entirety of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) Premises is binding upon both Tenant and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsPort under this Agreement.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November March 11, 2010 2018 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 11, 2011 2019 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 11, 2012 2020 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 11, 2021 (the “Fourth Extended Maturity Date”). Mezzanine Any Extension Notice may be revoked by Borrower at any time, and Borrower shall reimburse Lender for any reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in conjunction with preparing for the applicable extension. Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than Lender one (1) Business Day prior to the first day of the term of the Loan as extended the or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; and iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have timely exercised been paid in full. Neither Lender, nor any other Person, shall have the right to charge an extension option fee to Borrower. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsStated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 119, 2010 2019 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 109, 2011 2020 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2021 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike price equal to the Extension Strike Price; provided, Borrower shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) in an amount that maximizes the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; (d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; (e) on the First Extended Maturity Date and the Second Extended Maturity Date, Borrower shall pay to Agent the applicable Extension Fee; (f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 6.50%; provided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower shall be permitted to prepay a portion of the Loan (subject to and in accordance with Section 2.4.2) in an amount that would be sufficient such that the Debt Yield test set forth above shall be satisfied; (g) after giving effect to any partial prepayments of the Loan under clause (f) of this Section 2.7.1, the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Combined Debt Yield of no less than 5.30%; provided, however, if the Properties do not satisfy the foregoing Combined Debt Yield requirements provided in this Section 2.7.1(g), Current Mezzanine Borrower shall be permitted to prepay a portion of the Current Mezzanine Loan (subject to and in accordance with Section 2.4.2 of the Current Mezzanine Loan Agreement) in an amount that would be sufficient such that the Combined Debt Yield test set forth above shall be satisfied; and iv. (h) Current Mezzanine Borrower shall have (i) timely exercised the extension option to extend the terms of First Current Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Current Mezzanine Loan Documents to exercise such extension optionsoption and (iii) paid any extension fee required pursuant to the terms of the Current Mezzanine Note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Fourth Mezzanine Note A-1 A-1-b, the Fourth Mezzanine Note A-2-a, and the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Senior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject 41.01 Provided that, at the time of delivery of the applicable Extension Notice (as hereinafter defined) and on the Expiration Date and/or the First Extended Term Expiration Date, as applicable, this lease shall be in full force and effect and without default (after the expiration of any applicable notice and cure period) of any of the obligations required to the provisions of this Section 5be observed or performed by Tenant hereunder, Mezzanine Borrower Tenant shall have the option (hereinafter referred to as the “Extension Option”) to extend the term of this lease for two successive terms of five (5) years each (hereinafter each referred to as the “Extended Term”) the first Extended Term to commence on the day (hereinafter referred to as the “First Extended Term Commencement Date”) next succeeding the Expiration Date and to expire on the fifth (5th) anniversary of the Expiration Date (hereinafter referred to as the “Fist Extended Term Expiration Date”) and the second Extended Term to commence on the day (hereinafter referred to as the “Second Extended Term Commencement Date”) next succeeding the First Extended Term Expiration Date and to expire on the fifth (5th) anniversary of the First Extended Term Expiration Date (hereinafter referred to as the “Second Extended Term Expiration Date”). Tenant shall exercise the respective Extension Option), Option by irrevocable sending a written notice thereof (herein referred to as the First “Extension Notice”) delivered to Mezzanine Lender Landlord on or before the day that shall be no earlier than 30 months prior to the Expiration Date or First Extended Term Expiration Date, as applicable, and no later than 12 months preceding the Expiration Date or First Extended Term Expiration Date, as applicable. If Tenant shall send the Extension Notice within the time and in the manner hereinbefore provided, this lease shall be deemed extended for the applicable Extended Term upon the terms, covenants and conditions hereinafter contained. If Tenant shall fail to send the Extension Option, this lease shall cease and terminate on the Expiration Date or First Extended Term Expiration Date, as applicable, and Tenant shall have no further option to extend the term of this lease. 41.02 The Extended Term, if any, shall be on and subject to, all of the terms, covenants and conditions provided in this lease for the initial term hereof, except that the annual fixed rent payable by Tenant for the Demised Premises for the first year of the applicable Extended Term shall be the greater of (i) 95% of the fair market rental value of the Demised Premises as of the date being six (6) months immediately preceding the applicable Extended Term and (ii) 103% of the fixed rent payable in the final year of the initial term or first Extended Term, as applicable. Commencing six months prior to the Expiration Date or First Extended Term Expiration Date, as applicable, Landlord and Tenant shall use their best efforts to agree upon the fair market rental value of the Demised Premises. In the event Landlord and Tenant cannot reach agreement within thirty (30) days prior days, Landlord and Tenant shall confer and appoint a reputable, qualified, licensed real estate broker having an office in the county in which the Building is located and is familiar with the rentals then being charged in comparable buildings (the “Independent Broker”). Upon the failure of Landlord and Tenant to agree upon the designation of the Independent Broker, then upon ten (10) days’ notice, either party may apply to the Initial Maturity offices of the American Arbitration Association located in the city in which the Building is located to appoint the Independent Broker by expedited arbitration. Concurrently with such appointment, Landlord and Tenant shall each submit a letter to the Independent Broker, with a copy to the other, setting forth their respective estimates of the fair market rental value of the Demised Premises, taking into consideration the duration of the applicable Extended Term and all other terms and conditions of this Lease which are applicable to the Extended Term (respectively, “Landlord’s Letter” and “Tenant’s Letter”). The Independent Broker shall use his best efforts to determine the fair market rental value of the Demised Premises during the applicable Extended Term and shall choose the fair market rental value set forth in either Landlord’s Letter or Tenant’s Letter to be the fair market value for the purposes of determining the fixed rent during the applicable Extended Term. The fees and expenses of the Independent Broker and all costs incurred in connection with the appointment of the Independent Broker shall be shared equally by Landlord and Tenant. Once the fixed rent for the first year of the applicable Extended Term has been established, the fixed rent shall be increased on each of the 1st, 2nd, 3rd, and 4th anniversaries of the commencement of the applicable Extended Term to be 103% of the fixed rent for the prior year. (a) If, in accordance with and subject to, all of the terms, covenants and conditions contained in this Article 41, the term of this lease is extended for the applicable Extended Term, then the “Expiration Date”, to extend as such term is used in this lease, shall mean the Maturity Date to November 11, 2010 (the “First Extended Maturity Term Expiration Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the ” and Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Term Expiration Date, as applicable; provided, howeverand the “term of this lease” (and comparable words), that if Mezzanine Borrower has exercised shall mean the initial term of this lease, as extended by the applicable Extension Option Extended Term. (b) Time is of the essence as to the Tenant with respect to the notice and a Noticed Default other provisions set forth in this Article. Tenant’s notice to Landlord shall be irrevocable, and, in the event of such notice, Tenant shall be liable for the fixed rent, during the applicable Extended Term. Notwithstanding anything to the contrary contained herein, if at any time this lease is pending at the time of terminated prior to the expiration of the initial term hereof, then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within without the allotted cure period under the Mezzanine Loan Documentsrequirement of any notice, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension Tenant’s option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsterm as set forth herein is likewise terminated.

Extension Options. Subject (a) Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the provisions of Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 52.3 (the “First Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewith, Mezzanine Borrower and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the option right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the First “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, by irrevocable written notice and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the First “Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, Option”). Lessee shall have an additional right to extend the Maturity Term for one three (3) month period from the then applicable Scheduled Expiry Date to November 11, 2010 in accordance with the terms and conditions set forth in this Section 2.3 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised “Fourth Extension Option,” and together with the First Extension Option, Mezzanine Borrower Second Extension Option and Third Extension Option, the “Extension Options”). (b) In order to exercise any Extension Option, the following conditions must be satisfied: (i) [FOR ODD NUMBERED DELIVERY POSITIONS – Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor shall have received a written notice from Lessee stating that it is exercising the option (Extension Option, which notice once given shall be irrevocable.] [FOR EVEN NUMBERED DELIVERY POSITIONS—With respect to the First Extension Option, Second Extension Option and Third Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no not later than thirty twelve (3012) days months prior to then applicable Scheduled Expiry Date and with respect to the Fourth Extension Option, not later than fifteen (15) months prior to the First Extended Maturity DateScheduled Expiry Date as extended, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower Lessor shall have exercised received a written notice from Lessee stating that it is exercising the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written which notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date once given shall be subject irrevocable.] (ii) Promptly after such notice, Lessee shall deliver to the satisfaction of the following conditions precedent prior Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to each extension hereunder:such extension, as Lessor may reasonably request. i. (iii) no Noticed Significant Default or nor any Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers that Lessor receives notice of Lessee’s exercise of the applicable Extension Notice and (B) Option or on the Initial Maturity then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of the Extension Option). (c) If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows: (i) with respect to the First Extended Maturity Date and Extension Option, the Second Extended Maturity words “one hundred eighty three (183) months after the Rent Commencement Date, as applicable; ” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, that if Mezzanine Borrower has exercised Lessee exercises the applicable Fourth Extension Option and a Noticed Default is pending at concurrently with the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be extended through deemed replaced by the end of words “one hundred ninety eight (198) months after the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such periodRent Commencement Date”), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; (ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement Second Extension Option, the words “one hundred ninety five (First Mezzanine195) and months after the related AcknowledgmentsRent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”); (iii) with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and (iv. Mezzanine Borrower shall have timely exercised ) in the extension option to extend event Lessee does not exercise any of the terms of First Mezzanine Note A-1 and been entitled pursuant to Extension Option, the terms of such Note Second Extension Option or the Third Extension Option, but elects to exercise such extension option; the Fourth Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred eighty six (186) months after the Rent Commencement Date”. For the avoidance of doubt, Lessor and Mortgage Borrower Lessee acknowledge and each Junior Mezzanine Borrower shall have timely agree that the Fourth Extension Option may only be exercised their respective extension options to extend each Mortgage Note once during the Term. Lessor and Junior Mezzanine Note, Lessee further acknowledge and been entitled pursuant to the terms agree that all other provisions of the Mortgage Loan Documents Lease shall remain in full force and the Junior Mezzanine Loan Documents to exercise such extension optionseffect.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) with respect to the exercise of the Third Extension Option, the Spread or the Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date; (f) if the Class A Member shall not have acquired Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and iv. Mezzanine Borrower (g) If the Mortgage Loan has not theretofore been repaid in full, Owner shall have (i) timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Second Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Second Mezzanine Note A-1 and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, the Senior Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11July 9, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10July 9, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12July 9, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to July 9, 2024 (the “Fourth Extended Maturity Date”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to July 9, 2025 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. (e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to (a) Provided: (i) Tenant is not then in default of the provisions Lease; (ii) no more than 3 monetary Events of Default have occurred within any 60-consecutive month period after the date of this Section 5Amendment; (iii) the Lease is in full force and effect; (iv) Tenant is the originally named Tenant (or its transferee under a Permitted Transfer); and (v) Tenant (or its transferee under a Permitted Transfer) is then occupying 85% of the Premises for the conduct of Tenant’s business (or for the conduct of a transferee’s business under a Permitted Transfer), Mezzanine Borrower Tenant shall have the option right to extend the Term (the First “Extension Option), ”) for up to 2 consecutive terms of 60 months each beyond the end of the Term (each an “Extension Term”) by irrevocable delivering Tenant’s written extension election notice (the First Extension Notice) delivered to Mezzanine Lender Landlord no later than thirty (30) days the Extension Deadline, with time being of the essence. The “Extension Deadline” means the date that is 15 months prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable termcurrent Term. The terms and conditions of the Lease during each Extension Term shall remain unchanged except Tenant shall only be entitled to the 2 Extension Terms provided above, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and annual Base Rent for the applicable Extension Option) Term shall be extended through the end of the applicable cure period Extension Rent (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extensionas defined below), the term Expiration Date shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first last day of the term Extension Term (or such earlier date of termination of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled Lease pursuant to the terms of such Note hereof), and, except to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower the extent reflected in the Extension Rent, Landlord shall have timely exercised their respective no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance to Tenant. Upon Tenant’s delivery of its written extension options election notice, Tenant may not thereafter revoke its exercise of the Extension Option. Notwithstanding anything to the contrary in this Lease, Tenant shall have no right to extend each Mortgage Note and Junior Mezzanine Notethe Term other than or beyond the 2, 60-month Extension Terms described in this paragraph. For avoidance of doubt, if Tenant timely exercises the first Extension Option only, the Term for the Premises shall expire on April 30, 2033, and been entitled pursuant to if Tenant timely exercises both the terms of first and second Extension Options, the Mortgage Loan Documents and Term for the Junior Mezzanine Loan Documents to exercise such extension optionsPremises shall expire on April 30, 2038.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 117, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 107, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 127, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement (First Mezzaninesubject to and in accordance with Section 2.2.4(e)) and provided further that if a Replacement Interest Rate Protection Agreement is not then commercially available due to the unavailability or uncertainty in the continuing availability of LIBOR as a reference rate, then Borrower may deliver to Lender a mutually agreeable alternative to a Replacement Interest Rate Protection Agreement that would afford Lender substantially equivalent protection from increases in the Applicable Interest Rate, as reasonably determined by Lender) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (First Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement; (c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) intentionally omitted; and iv. (f) If the Mortgage Loan and Mezzanine Borrower B Loan have not theretofore been repaid in full, Owner and Mezzanine B Borrower, respectively, shall have (i) timely exercised the extension option to extend the terms of First Mortgage Loan or Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteB Loan, as applicable, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior or Mezzanine B Loan Documents Documents, as applicable, to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 9, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to March 9, 2024 (the “Fourth Extended Maturity Date”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to March 9, 2025 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. (e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11September 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10September 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12September 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) the Debt Yield as of the most recent Calculation Date is at least equal to or greater than the Closing Date Debt Yield; (d) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (e) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, and the Second Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Third Mezzanine Note A-1 A-1-a, Third Mezzanine Note A-2-a, and Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.;

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 119, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 109, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender Agent no later than thirty (30) days and no earlier than sixty (60) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 129, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Default of which notice has been given to Borrower or Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike price equal to the Extension Strike Price, and (C) otherwise on the same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; (d) all amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Agent and Lenders, including reasonable fees and expenses of Agent’s and Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; (e) on the Second Extended Maturity Date and the Third Extended Maturity Date, Borrower shall pay to Agent the applicable Extension Fee; (f) the Properties shall have achieved, on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and on the Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, respectively, a Debt Yield of no less than 5.3%; andprovided, however, if the Properties do not satisfy the foregoing Debt Yield requirements provided in this Section 2.7.1(f), Borrower (and Mortgage Borrower) shall be permitted to prepay, on a pro rata basis, a portion of the Loan (subject to and in accordance with Section 2.4.2) and Mortgage Borrower shall make a pro rata payment of the Mortgage Loan (subject to and in accordance with the provisions of the Mortgage Loan Agreement) in an amount that would be sufficient such that the applicable Debt Yield test set forth above shall be satisfied; iv. Mezzanine (g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsoption and (iii) paid any extension fee required pursuant to the terms of the Mortgage Loan Agreement. If Borrower are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend or further extend (as applicable) the Stated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Fourth Mezzanine Note A-1 A-1-a, the Fourth Mezzanine Note A-1-b, and the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Senior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Second Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Second Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Second Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Second Mezzanine Note A-1 A-2 and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, the Senior Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11January 9, 2010 2022 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10January 9, 2011 2023 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12January 9, 2012 2024 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to January 9, 2025 (the “Fourth Extended Maturity Date”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to January 9, 2026 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. (e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2018 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 9, 2011 2019 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2020 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the aggregate Component Outstanding Principal Balances of the Floating Rate Components, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, and the Second Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. (e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreements, (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement (First Mezzaninesubject to and in accordance with Section 2.2.4(e)) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (First Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement; (c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) the Spread (or the Base Rate Spread or the Substitute Rate Spread, as applicable) shall be increased upon the commencement of the Third Extended Term pursuant to, and in accordance with, the applicable definition herein; (f) with respect to the Second Extension Option and the Third Extension Option, the Debt Yield for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the Second Extended Term or Third Extended Term, as applicable, is to commence shall equal or exceed eleven and one-half percent (11.5)%; and iv. Mezzanine Borrower (g) If the Mortgage Loan has not theretofore been repaid in full, Owner shall have (i) timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Fourth Mezzanine Note A-1 A-1-a, the Fourth Mezzanine Note A-2-a, and the Fourth Mezzanine Note A-2-b and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Senior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 9, 2010 2017 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 9, 2011 2018 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 9, 2012 2019 (the “Third Extended Maturity Date”). Mezzanine Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement Agreements (with confirmations of such transactions delivered in the ordinary course of business of such Counterparty; provided that Borrower shall use commercially reasonable efforts to cause such delivery to be made within five (5) Business Days after the Stated Maturity Date, First MezzanineExtended Maturity Date or Second Extended Maturity Date, as applicable) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs, (B) have a strike rate equal to the Extension Strike Price, and (C) be otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment in the ordinary course of business of such Counterparty; provided that Borrower shall use commercially reasonable efforts to cause such delivery to be made within five (5) Business Days after the Stated Maturity Date, First Extended Maturity Date or Second Extended Maturity Date, as applicable; (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all outstanding costs and expenses of Lender, including reasonable fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; and iv. (e) if a New Mezzanine Borrower Loan is then outstanding, such borrower under the New Mezzanine Loan shall have (i) timely exercised the extension option to extend the terms of First New Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior New Mezzanine Loan Documents to exercise such extension optionsoption and (iii) paid any extension fee required pursuant to the terms of the mezzanine note. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Fourth Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Fourth Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Fourth Mezzanine Note A-1 A-1-a, the Fourth Mezzanine Note A-1-b, and the Fourth Mezzanine Note A-2-a and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Senior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Senior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 117, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 107, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 127, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement (First Mezzaninesubject to and in accordance with Section 2.2.4(e) and provided further that, if a Replacement Interest Rate Protection Agreement is not then commercially available due to the unavailability or uncertainty in the continuing availability of LIBOR as a reference rate, Borrower and Lender shall work together to find a mutually agreeable alternative to a Substitute Interest Rate Protection Agreement that would afford Lender substantially equivalent protection from increases in the Applicable Interest Rate, as reasonably determined by Lender) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (First Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement; (c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) intentionally omitted; and iv. (f) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the terms of First applicable Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior applicable Mezzanine Loan Documents to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to for the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Datefull one-year period contemplated above; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the one or more Interest Rate Cap Agreement (First Mezzanine) Protection Agreements from an Approved Counterparty which Interest Rate Cap Agreement (First MezzanineProtection Agreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) Protection Agreements and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective the extension options option to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 117, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 107, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 127, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement (First Mezzaninesubject to and in accordance with Section 2.2.4(e)) and provided further that if a Replacement Interest Rate Protection Agreement is not then commercially available due to the unavailability or uncertainty in the continuing availability of LIBOR as a reference rate, then Borrower may deliver to Lender a mutually agreeable alternative to a Replacement Interest Rate Protection Agreement that would afford Lender substantially equivalent protection from increases in the Applicable Interest Rate, as reasonably determined by Lender) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (First Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement; (c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) intentionally omitted; and iv. (f) If the Mortgage Loan and Mezzanine Borrower A Loan have not theretofore been repaid in full, Owner and Mezzanine A Borrower, respectively, shall have (i) timely exercised the extension option to extend the terms of First Mortgage Loan or Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteA Loan, as applicable, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior or Mezzanine A Loan Documents Documents, as applicable, to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject (A) Provided that at the respective times of exercise ----------------- of each of the herein described options to the provisions extend (i) there exists no Event of Default beyond applicable notice and cure periods provided in Section 15.1 and (ii) this Section 5Lease is still in full force and effect, Mezzanine Borrower Tenant shall have the right to extend the Term hereof upon all of the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjusted during the extension periods as hereinafter set forth) for three (3) successive periods of five (5) years as hereinafter set forth. Each of said three (3) extension periods is sometimes herein referred to as an "Extended Term". (B) (i) If Tenant desires to exercise the then available option (to extend the First Extension Option)Term, by irrevocable written then Tenant shall give notice (the First Extension Noticeto Landlord, not earlier than ------------------------------------ eighteen(18) delivered to Mezzanine Lender no months nor later than fourteen (14) months prior to the ------------------------------------------------ expiration of the Term of this Lease (as it may previously have been ------------------------------------ extended hereunder) of Tenant's request for Landlord's quotation to Tenant of a proposed annual rent for the applicable Extended Term. Within thirty (30) days prior to after receipt by Landlord of Tenant's request as aforesaid, Landlord shall notify Tenant of Landlord's quotation of the Initial Maturity Date, to extend proposed Annual Fixed Rent for the Maturity Date to November 11, 2010 (applicable Extended Term. If at the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than expiration of thirty (30) days prior (i) after the date when Tenant receives Landlord's quotation of the proposed Annual Fixed Rent for the applicable Extended Term or (ii) after the date when Landlord is required to notify Tenant of such quotation with none being given by Landlord to Tenant (herein called the First "Negotiation Period"), Landlord and Tenant have not reached agreement on a determination of an annual rental for the applicable Extended Maturity DateTerm and executed a written instrument extending the term of this Lease pursuant to such agreement, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower then Tenant shall have the option (the Third Extension Option)right, by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than for thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable termNegotiation Period, and Mezzanine Borrower is diligently curing such Noticed Default within to make a request by written notice to Landlord for a broker determination (the allotted cure period under "Broker Determination") of the Mezzanine Loan Documents, then such term Prevailing Market Rent (and as defined in Exhibit I) for the applicable Extension Option) Extended Term, which Broker Determination shall be extended through made in the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions manner set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.Exhibit I.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2022 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2023 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2024 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreements (provided that, following an Applicable Interest Rate Conversion, Borrower shall instead deliver a replacement Substitute Interest Rate Protection Agreement (First Mezzaninesubject to and in accordance with Section 2.2.4(e)) from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement (First Mezzanineor Substitute Interest Rate Protection Agreement, as applicable), and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable), in the form of the Assignment of Interest Rate Cap Agreement; (c) Borrower shall cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreement, as applicable) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) the Spread (or the Base Rate Spread or the Substitute Rate Spread, as applicable) shall be increased upon the commencement of the Third Extended Term pursuant to, and in accordance with, the applicable definition herein; (f) with respect to the Second Extension Option and the Third Extension Option, the Debt Yield for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the Second Extended Term or Third Extended Term, as applicable, is to commence shall equal or exceed eleven and one-half percent (11.5)%; and iv. (g) Mezzanine Borrower Borrower, to the extent the Mezzanine Loan has not theretofore been repaid in full, shall have (i) timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject Landlord agrees that Tenant shall have, and it is hereby granted, two (2) successive options (the “Extension Options”) to extend the Term as to any Property Location or Property Locations, in Tenant’s sole discretion, for a period of ten (10) years each (individually, an “Extension Period”, and collectively, the “Extension Periods”), each such Extension Period to begin respectively upon the expiration of the initial Term or the prior Extension Period, as the case may be. All of the terms, covenants and provisions of this Lease shall apply to each Extension Period with respect to the Property Locations that Tenant elects to extend, except that Base Rent for each of the Extension Periods shall continue to be adjusted pursuant to the terms of Sections 1.04 and 2.01 below, payable in equal monthly installments as Monthly Base Rent (as hereinafter defined in Section 52.01). In order to exercise the Extension Options, Mezzanine Borrower Tenant shall have give Landlord notice of such exercise (which notice shall identify the option (the First Extension Option), by irrevocable written notice (the First Extension NoticeProperty Locations that are to be extended) delivered to Mezzanine Lender no later than thirty one hundred twenty (30120) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction end of the following conditions precedent initial Term of this Lease or the prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity DatePeriod, as applicablethe case may be; provided, however, that if Mezzanine Borrower has exercised Tenant shall fail to give the applicable Extension Option notice within the aforesaid time limit, Tenant’s right to exercise its option shall nevertheless continue during said one hundred twenty (120) day period until thirty (30) days after Landlord shall have given Tenant notice of Landlord’s election to terminate such option (“Landlord’s Notice”), and a Noticed Default is pending Tenant may exercise such option at the any time of until the expiration of said thirty (30) day period. It is the then-applicable termintention of the parties to avoid forfeiture of Tenant’s rights to extend the Term under any of the options set forth in this Lease through inadvertent failure to give the extension notice within the time limits prescribed. Accordingly, if Tenant shall fail to give an extension notice to Landlord for any of the Extension Periods, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documentsif Landlord shall fail to give Landlord’s Notice to Tenant, then such term until the expiration of thirty (and 30) days following Landlord’s Notice, or until Tenant either exercises its option to extend or notifies Landlord that it does not intend to exercise said option to extend, the applicable Extension Option) Term shall be extended through automatically from month to month upon all the end of the applicable cure period (provided further terms and conditions then in effect, except that Monthly Base Rent shall be increased in accordance with Article 8, and in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction the Term extend beyond the last date of the other conditions set forth in this Section 5 for such extension), last Extension Period. Upon the term shall be extended failure of Tenant to the next to occur exercise one or any of the First Extended Maturity Dateoptions herein following Landlord’s Notice, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day and, in any event, upon expiration of the term last of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable such Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower Periods, Tenant shall have timely exercised the extension option no further or additional right to renew or extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsthis Lease.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Third Mezzanine Note A-1 A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.;

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Third Mezzanine Note A-1 A-1-b, Third Mezzanine Note A-2-a, and Third Mezzanine Note A-2-b, and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, each Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.;

Extension Options. Subject (a) Borrower will have a one (1) time option to extend (the “First Extension Option”) the Initial Maturity Date to the provisions First Extended Maturity Date, if (and only if) each of this Section 5the following conditions (collectively, Mezzanine the “First Extension Conditions”) have been satisfied within the applicable time periods: (i) Borrower shall have the option (the First Extension Option), by irrevocable delivered to Lender written notice (the “First Extension Notice”) delivered of Borrower’s decision to Mezzanine Lender extend the Initial Maturity Date pursuant to this Section 1.14(a) no later earlier than thirty one hundred twenty (30120) days and no less than sixty (60) days prior to the Initial Maturity Date. The First Extension Notice, upon its delivery to extend the Maturity Date Lender, shall be irrevocable subject to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised and provided the First Extension Option, Mezzanine Update Appraisal Requirement (as hereinafter defined) is satisfied; and (ii) At the time Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to gives the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, no Event of Default shall exist as certified by Borrower to Lender in a Certificate of No Event of Default to be executed by Borrower in favor of Lender dated and delivered to Lender as of the First Extended Initial Maturity Date and Date; and (iii) On or before the Second Extended Initial Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised shall have paid or provided Lender sufficient funds for the applicable payment of all Loan Expenses incurred by Lender in connection with the First Extension Option and a Noticed Default is pending at including, without limitation, the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (First Extension Option Fee and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur cost of the First Extended Maturity DateExtension Update Appraisal; and (iv) Upon receipt of the First Extension Notice, Lender shall order a current appraisal of the Second Extended Property at Borrower’s expense (the “First Extension Update Appraisal”). It is a condition precedent to Borrower’s exercise of the First Extension Option that the then outstanding principal balance of the Loan on the date of the First Extension Notice shall not exceed Fifty Percent (50%) of the “as is” appraised value of the Property as reasonably determined by Lender (the “First Extension Update Appraisal Requirement”). In the event that the First Extension Update Appraisal Requirement is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date or in such amount as determined by Lender so that the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term outstanding principal balance of the Loan as extended of the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Initial Maturity Date shall not exceed Fifty Percent (prior to giving effect to 50%) of the applicable Extension Option) and ending no earlier than “as is” appraised value of the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsProperty as reasonably determined by Lender; and iv. Mezzanine (v) Concurrently with the First Extension Notice, Borrower shall have timely exercised delivered to Lender a duly completed Borrower’s Covenant Compliance Certificate certified as true and correct by an appropriate officer of the extension option Managing Member of Borrower, containing a computation and a confirmation that the Property has a Debt Service Coverage Ratio of not less than 1.45:1.00, as of the date of the First Extension Notice, together with such supporting documentation necessary for Lender to extend determine such compliance. In the event that the foregoing Debt Service Coverage Ratio is not satisfied, Borrower may pay a principal payment on the Loan on or before the Initial Maturity Date in such amount as determined by Lender that is necessary for the Property to meet the foregoing Debt Service Coverage Ratio; and (vi) Each representation and warranty made in the Loan Documents by a Loan Party shall continue to be true and correct in all material respects as if remade on the Initial Maturity Date; and (vii) On or before the Initial Maturity Date, each Loan Party shall have delivered to Lender its most current financial statements certified by an appropriate officer of the Managing Member of Borrower for Borrower and by an appropriate officer of Guarantor for Guarantor showing no Material Adverse Change and a certification from such Loan Party that since the date of such statements there has been no Material Adverse Change; and (viii) On or before the Initial Maturity Date, each Loan Party shall have delivered such documents reasonably required by Lender in connection with the First Extension Option, including, without limitation, a reaffirmation of the Guaranty (on a form acceptable to Lender). In the event that any of the foregoing First Extension Conditions is not satisfied strictly in accordance with the terms of hereof or waived by Lender in writing, the First Mezzanine Note A-1 Extension Option shall be null and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Notevoid, and been entitled pursuant to the terms of Loan shall mature on the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsInitial Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to for the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Datefull one-year period contemplated above; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the one or more Interest Rate Cap Agreement (First Mezzanine) Protection Agreements from an Approved Counterparty which Interest Rate Cap Agreement (First MezzanineProtection Agreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) Protection Agreements and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 A-1, Note B-1 and Note B-2 and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective the extension options option to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower Borrowers shall have the one-time option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender Agent no earlier than ninety (90) days prior to the Stated Maturity Date and no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November August 11, 2010 2020 (the “First Extended Maturity Date”). In the event Mezzanine Borrower Borrowers shall have duly exercised the First Extension Option, Mezzanine Borrower Borrowers shall have the one-time option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender Agent no earlier than ninety (90) days prior to the Stated Maturity Date and no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10August 11, 2011 2021 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's Borrowers’ right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder:hereunder (and each such condition shall be satisfied in connection with the exercise of each Extension Option unless such condition is otherwise expressly specified to apply solely to the First Extension Option or the Second Extension Option): i. (a) (i) no Noticed monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers Borrowers deliver the applicable First Extension Notice or the Second Extension Notice, as applicable, and (Bii) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date, the First Extended Stated Maturity Date and the Second First Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower (b) Borrowers shall (i) obtain and deliver to Holder Agent not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date; iii. Mezzanine Borrower shall Date occurs and (B) otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver a Counterparty Opinion an Acknowledgement with respect to the each such Replacement Interest Rate Cap Agreement; (c) Agent shall have received a title continuation letter from the Title Company (x) confirming that the Mortgage remains a valid first-priority Lien against each Property, subject only to Permitted Encumbrances, (y) showing title to the applicable Property vested in the applicable Borrower, and (z) showing no exceptions to title other than those previously approved by Agent or permitted under the Loan Documents, in a form reasonably satisfactory to Agent; (d) All amounts due and payable by Borrowers and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Extended Maturity Date, as applicable, and all costs and expenses of Agent and Lenders, including fees and expenses of Agent’s and each Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; (e) On the date of delivery of the First MezzanineExtension Notice or the Second Extension Notice, as applicable, Borrowers shall pay to Agent the applicable Extension Fee; (f) and There shall be no challenge, action, suit, proceeding, or investigation is pending or threatened in writing against any part of any Property or any Borrower by any person, in any court or before any Governmental Authority which is reasonably likely to materially adversely affect the related Acknowledgmentsvalue of any Property, as determined by Agent acting in its reasonable discretion; (g) In connection with the exercise of the First Extension Option: (i) the Debt Yield as of the Stated Maturity Date shall be equal to or greater than 10.0%, provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the Stated Maturity Date in an amount sufficient to satisfy the foregoing Debt Yield requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay; and iv. Mezzanine Borrower (ii) the Loan to Value Ratio shall be equal to or less than seventy-seven percent (77%), provided that Borrowers shall have timely exercised the extension option right to repay a portion of the Outstanding Principal Balance as of the Stated Maturity Date in an amount sufficient to satisfy the foregoing Loan to Value Ratio requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay. (h) In connection with the exercise of the Second Extension Option only: (i) the Debt Yield as of the First Extended Maturity Date shall be equal to or greater than 10.5%, provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the First Extended Maturity Date in an amount sufficient to satisfy the foregoing Debt Yield requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay; and (ii) the Loan to Value Ratio shall be equal to or less than seventy-five percent (75%), provided that Borrowers shall have the right to repay a portion of the Outstanding Principal Balance as of the First Extended Maturity Date in an amount sufficient to satisfy the foregoing Loan to Value Ratio requirement, which repayment amount shall be calculated in Agent’s sole but good faith discretion, provided further, that in lieu of repaying the Outstanding Principal Balance in such required amount, Borrowers may deliver to Agent a Letter of Credit for the amount that Borrowers would otherwise be required to repay. (i) the closing contemplated in the Pan Am PSA shall have been completed and in connection therewith, an amount of the Outstanding Principal Balance equal to the Allocated Loan Amount of the Pan Am Property shall have been repaid; provided that the condition set forth in this clause (i) shall be deemed satisfied even if the closing contemplated in the Pan Am PSA has not been completed if and only if such forward purchase was not completed due solely by a default by the Pan Am Purchaser; (j) The representations and warranties made by Borrowers in the Loan Documents or otherwise made by Borrowers in connection therewith after the date thereof shall have been true and correct in all material respects on the date on which made and shall also be true and correct as if remade upon the exercise of the applicable Extension Option and on Initial Maturity Date and the First Extended Maturity Date (except (i) to the extent the subject matter of such representation or warranty relates to a particular date specified therein, in which case such representation shall be true and correct as of such specified date, and (ii) to the extent such representation or warranty is no longer true as a result of the passage of time, the ordinary course of conduct of Borrowers, the sale of the Pan Am Property pursuant to the ▇▇▇ Am PSA, and any actions expressly permitted under the Loan Documents, provided that Borrowers, in each case, have complied with their covenants contained in the Loan Documents); and (k) Guarantor continues to comply with the covenants contained in the Loan Document to which Guarantor is a party, and Guarantor has provided to Agent, on the Stated Maturity Date and the First Extended Maturity Date, a reaffirmation of pursuant to which Guarantor reaffirms all of its obligations under each Loan Document to which such Guarantor is a party in a form reasonably acceptable to Agent. If Borrowers are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsapplicable Maturity Date hereunder.

Extension Options. Subject Section 1 (Option to Extend) of Special Stipulations contained in Exhibit E to the provisions Lease is hereby deleted. Provided (i) Tenant is not in default under this Lease either at the time of this Section 5exercise of an option to extend or as of the commencement of an Extension Term, Mezzanine Borrower (ii) the creditworthiness of Tenant is then acceptable to Landlord, (iii) the Tenant originally named herein remains in possession of and has been continuously operating in the entire Premises for the Lease Term or Extension Term immediately preceding the Extension Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, Tenant shall have the option to extend the Lease Term for two (2) successive periods of five (5) years each (the First Extension OptionTerm(s)”). The Extension Terms shall be on the same terms and conditions contained in the Lease for the initial Lease Term except (i) no allowances, tenant improvements, rent abatement or other concessions shall apply, (ii) this Section granting extension options shall be deemed modified to reflect the remaining Extension Term option, if any, and (iii) Minimum Annual Rent shall be adjusted as set forth below. Tenant shall exercise such option by irrevocable written notice (the First Extension Notice) delivered delivering to Mezzanine Lender Landlord, no later than thirty six (306) days months prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable termthen current Lease Term or Extension Term, and Mezzanine Borrower is diligently curing as applicable, written notice of Tenant’s exercise of such Noticed Default within the allotted cure period under the Mezzanine Loan Documentsoption. Once given, then such term (and the applicable Tenant’s exercise of an Extension Option) Term option shall be extended through the end of the applicable cure period (provided further that irrevocable. Unless waived by Landlord in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period)writing, and upon such Tenant’s failure to timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term exercise an Extension Term option shall be extended to the next to occur a waiver of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option rights to extend the terms of First Mezzanine Note A-1 Lease Term. If Tenant properly exercises an option to extend, Landlord and been entitled pursuant Tenant shall execute an amendment to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to Lease reflecting the terms and conditions of the Mortgage Loan Documents and Extension Term. Minimum Annual Rent for the Junior Mezzanine Loan Documents to exercise such extension options.Extension Terms, if exercised, shall be as follows: First Extension Term 5/1/20—4/30/21 $ 1,807,428.07 $ 150,619.01 $ 3.00900 5/1/21—4/30/22 $ 1,843,576.63 $ 153,631.39 $ 3.06918 5/1/22—4/30/23 $ 1,880,448.16 $ 156,704.01 $ 3.13056 5/1/23—4/30/24 $ 1,918,057.12 $ 159,838.09 $ 3.19317 5/1/24—4/30/25 $ 1,956,418.27 $ 163,034.86 $ 3.25704 Second Extension Term 5/1/25—4/30/26 $ 1,771,988.30 $ 147,665.69 $ 2.95000 5/1/26—4/30/27 $ 1,807,428.07 $ 150,619.01 $ 3.00900 5/1/27—4/30/28 $ 1,843,576.63 $ 153,631.39 $ 3.06918 5/1/28—4/30/29 $ 1,880,448.16 $ 156,704.01 $ 3.13056 5/1/29—4/30/30 $ 1,918,057.12 $ 159,838.09 $ 3.19317

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November June 11, 2010 2021 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10June 11, 2011 2022 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty fifteen (3015) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12June 11, 2012 2023 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender no later than fifteen (15) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to June 11, 2024 (the “Fourth Extended Maturity Date”). Mezzanine Any Extension Notice may be revoked by Borrower at any time, and Borrower shall reimburse Lender for any reasonable out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred directly in conjunction with preparing for the applicable extension. Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice, the Third Extension Notice or the Fourth Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than Lender one (1) Business Day prior to the first day of the term of the Loan as extended the or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.6 and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement;and (c) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date; iii, the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and all reasonable out-of-pocket costs and expenses of Lender, including reasonable out-of-pocket fees and expenses of Lender’s counsel, in connection with the applicable extension of the Term shall have been paid in full. Mezzanine Neither Lender, nor any other Person, shall have the right to charge an extension fee to Borrower. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder. As soon as is reasonably practicable following any extension of the Stated Maturity Date pursuant to this Section 2.7 (but in any event no later than ten (10) Business Days following the effective date of such extension), Borrower shall deliver to Lender a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of Acknowledgment that were obtained in connection with such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsextension.

Extension Options. Subject to the provisions of this Section 52.7, Mezzanine Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11May 1, 2010 2020 (the “First Extended Maturity Date”, and such extended term, the “First Extended Term”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10May 1, 2011 2021 (the “Second Extended Maturity Date”, and such extended term, the “Second Extended Term”). In the event Mezzanine Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender no later than thirty ten (3010) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12May 1, 2012 2022 (the “Third Extended Maturity Date”, and such extended term, the “Third Extended Term”). Mezzanine The First Extension Notice shall be revocable at any time and for any reason by Borrower prior to the Initial Stated Maturity Date, the Second Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then First Extended Maturity Date and the Third Extension Notice shall be revocable at any time and for any reason by Borrower prior to the then Second Extended Maturity Date, but Borrower shall pay Lender’s actual out-of-pocket expenses incurred in connection with such revocation (excluding breakage costs). Borrower's ’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) no Event of Default shall have occurred and be continuing on the Initial Stated Maturity Date, the First Extended Maturity Date and or the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder not later than one (1) Business Day prior to Lender on the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance as of the first day of the applicable Extended Term, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6, (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement, and (iii) execute and deliver a collateral assignment of the Replacement Interest Rate Cap Agreement, in the form of the Assignment of Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related AcknowledgmentsAcknowledgment; (d) all amounts then due and payable (beyond the expiration of any applicable notice and cure periods) by Borrower pursuant to this Agreement or the other Loan Documents as of the Initial Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, and all out-of-pocket costs and expenses of Lender, including reasonable fees and expenses of Lender’s outside counsel, in connection with the applicable extension of the Term shall have been paid in full; (e) with respect to the exercise of the Third Extension Option, each Component Spread or Component Prime Rate Spread, as applicable, shall be increased by 0.25% commencing on the day immediately following the Second Extended Maturity Date; (f) if the Class A Member shall not have acquired the Class B Member’s Interest (as defined in that certain Second Amendment and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of the date hereof (the “Holdco LLC Agreement”)) pursuant to the buy/sell set forth in the Holdco LLC Agreement, the Class A Member shall have been redeemed in full in accordance with the terms of the Holdco LLC Agreement; and iv. (g) Each Mezzanine Borrower whose Mezzanine Loan has not theretofore been repaid in full shall have (i) timely exercised the extension option to extend the terms of First applicable Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine NoteLoan, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior applicable Mezzanine Loan Documents to exercise such extension optionsoption. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First Mezzanine Note A-1 A-2 and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to November 11, 2010 (the First Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10, 2011 (the Second Extended Maturity Date). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to Mezzanine Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12, 2012 (the Third Extended Maturity Date). Mezzanine Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine Borrower shall obtain and deliver to Holder not later than one (1) Business Day prior to the first day of the term of the Loan as extended the Interest Rate Cap Agreement (First Third Mezzanine) from an Approved Counterparty which Interest Rate Cap Agreement (First Third Mezzanine) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Mezzanine Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Cap Agreement (First Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of First the Third Mezzanine Note A-1 A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-a, and been entitled pursuant to the terms of such Note Notes to exercise such extension optionoptions; and Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note, Senior Mezzanine Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents, Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension options.;

Extension Options. Subject Borrower shall have the option to extend the provisions term of this Section the Loan for five (5) successive terms of one year beyond the Stated Maturity Date (each successive term, Mezzanine an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to November 11December 9, 2010 2020 (the “First Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the First Extension Option, Mezzanine Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10December 9, 2011 2021 (the “Second Extended Maturity Date”). In the event Mezzanine Borrower shall have exercised the Second Extension Option, Mezzanine Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Mezzanine Lender (which notice may be revoked) no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12December 9, 2012 2022 (the “Third Extended Maturity Date”). In the event Borrower shall have exercised the Third Extension Option, Borrower shall have the option (the “Fourth Extension Option”), by written notice (the “Fourth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Third Extended Maturity Date, to extend the Third Extended Maturity Date to December 9, 2023 (the “Fourth Extended Maturity Date”). Mezzanine In the event Borrower shall have exercised the Fourth Extension Option, Borrower shall have the option (the “Fifth Extension Option”), by written notice (the “Fifth Extension Notice”) delivered to Lender (which notice may be revoked) no later than thirty (30) days prior to the Fourth Extended Maturity Date, to extend the Fourth Extended Maturity Date to December 9, 2024 (the “Fifth Extended Maturity Date”). Borrower's ’s right to so extend the applicable Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) (i) no Noticed Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the applicable Extension Notice and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if Mezzanine Borrower has exercised the applicable Extension Option and a Noticed Default is pending at the time of the expiration of the then-applicable term, and Mezzanine Borrower is diligently curing such Noticed Default within the allotted cure period under the Mezzanine Loan Documents, then such term (and the applicable Extension Option) shall be extended through the end of the applicable cure period (provided further that in no event shall such term be extended for more than 30 days unless all Defaults are cured within such period), and upon such timely cure (and satisfaction of the other conditions set forth in this Section 5 for such extension), the term shall be extended to the next to occur of the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date; ii. Mezzanine (b) Borrower shall (i) obtain and deliver to Holder Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended the extended, one or more Replacement Interest Rate Cap Agreement (First Mezzanine) Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement (First MezzanineAgreement(s) shall comply in all respects with the requirements set forth in the Mezzanine Loan Agreement and shall be (A) effective for the period commencing on the day Business Day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending no earlier than on the last day of the Interest Period in which the applicable extended Maturity DateDate occurs and (B) otherwise on same terms set forth in Section 2.6 and at the applicable Strike Price and (ii) execute and deliver an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; iii. Mezzanine (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement (First Mezzanine) and the related Acknowledgments; andAcknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreement; iv. Mezzanine (d) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date, the Second Extended Maturity Date, the Third Extended Maturity Date and the Fourth Extended Maturity Date, as applicable, and all reasonable, out-of-pocket costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have timely exercised been paid in full. (e) If Borrower is unable to satisfy all of the extension option foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the terms of First Mezzanine Note A-1 and been entitled pursuant to the terms of such Note to exercise such extension option; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised their respective extension options to extend each Mortgage Note and Junior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Junior Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.