Common use of Extension Options Clause in Contracts

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2▇-▇, Note B-1, ▇▇▇▇ ▇-▇ and Note B-2 B-1 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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 Note A-2, Note B-1, applicable Mortgage Loan and Note B-2 the Approved Mezzanine Loan and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and 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 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 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 Agreements Agreement subject 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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 (or 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; iii. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreements 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. Borrower (g) Mezzanine 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 Note A-2, Note B-1Mezzanine Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the 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 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, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Second Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Second Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of Second Mezzanine Note A-2, Note B-1, and Note B-2 A-1 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their respective extension option 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, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Second Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Second Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of Second Mezzanine Note A-2, Note B-1, and Note B-2 A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their respective extension option 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 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap 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 Protection Agreements 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-2, Note B-1, and Note B-2 A-1 and been entitled pursuant to the terms of such Notes Note to exercise such extension optionsoption; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised the their respective extension option 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of Third Mezzanine Note A-1-a, Third Mezzanine Note A-2, Note B-1-a, and Third Mezzanine Note B-2 A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their extension option 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 Junior Mezzanine Loan Documents to exercise such extension options.;

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, Borrower shall have that, if the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to 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 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, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised that both Tenant and Leasehold Mortgagee fail to exercise an Extension Option in the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within Tenant shall have no further right to extend the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements Premises is binding upon both Tenant and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsPort under this Agreement.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 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 Agreements Agreement subject 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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 (or 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; iii. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreements 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. Borrower (f) If the Mortgage Loan and Mezzanine 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 Note A-2Mortgage Loan or Mezzanine A Loan, Note B-1as applicable, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mezzanine Mortgage Loan Documents or Mezzanine A Loan 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 to the provisions of this Section 52.7, Borrower Borrowers shall have the one-time option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower Borrowers shall have duly exercised the First Extension Option, Borrower Borrowers shall have the one-time option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. 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 Protection Agreements 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 related AcknowledgmentsLoan 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 Extension Notice or the Second Extension Notice, as applicable, Borrowers shall pay to Agent the applicable Extension Fee; (f) 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 value 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. 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsapplicable Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 52.9, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the Initial Stated Maturity Date, to extend the Maturity Date to November 11March 7, 2010 2020 (the “First Extended Maturity Date”). The period of the Loan from the initial Stated Maturity Date through and including the First Extended Maturity Date shall be referred to as the “First Extension Term”. If the Maturity Date shall have been timely and properly extended to the First Extended Maturity Date). In the event Borrower shall have exercised the First Extension Option, then Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the First Extended Maturity Date, to extend the First Extended Maturity Date to November 10March 7, 2011 2021 (the “Second Extended Maturity Date”). If the Maturity Date shall have been timely and properly extended to the Second Extended Maturity Date). In the event Borrower shall have exercised the Second Extension Option, then Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Lender Agent no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to to, the Second Extended Maturity Date, to extend the Second Extended Maturity Date to November 12March 7, 2012 2022 (the “Third Extended Maturity Date”). An Extension Notice may be revoked by written notice of revocation to Agent on or prior to two (2) Business Days prior to the applicable Maturity Date (not taking into account the requested extension); provided that Borrowers shall pay Agent upon demand for all of Agent’s out‑of‑pocket costs and expenses (including reasonable fees and disbursements of Agent’s counsel) actually incurred in connection with such anticipated extension. Borrower's ’s right to so extend the Maturity Date to the First Extended Maturity Date, the Second Extended Maturity Date and the Third Extended Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to each extension hereunder: i. (a) no Noticed Event of Default or Mezzanine Loan Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the applicable First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) no Default, Event of Default, Mezzanine Loan Default or Mezzanine Loan 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty in a notional amount equal to the Outstanding Principal Balance of the Loan, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the Loan Agreement and shall be (A) effective for the period commencing on the day immediately following the then applicable 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 LIBOR strike price equal to the greater of (x) a strike price such that the Debt Service Coverage Ratio at such rate is not less than 1.20 to 1.00 and (y) the Strike Price and (C) otherwise on same terms set forth USActive 36631986.12 -72- in Section 2.8, and (ii) execute and deliver an Acknowledgment with respect to each such Replacement Interest Rate Cap Agreement; iii. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Protection Agreements Cap Agreement and the related Acknowledgments; andAcknowledgment and a Replacement Assignment of Rate Cap with respect thereto; iv. (d) all amounts due and payable to Agent and/or Lender 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/or Lender, including reasonable out-of-pocket fees and expenses of Agent’s and/or Lender’s counsel (which Agent and/or Lender (as applicable) shall provide Borrower notice and an accounting of), in connection with the Loan and/or the applicable extension of the term shall have been paid in full; (e) together with the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, Borrower shall pay to Agent, for the ratable benefit of Lender, the applicable Extension Fee; (f) Borrower shall have timely exercised concurrently extended the extension option to extend the terms of Note A-2, Note B-1, “Maturity Date” as defined in and Note B-2 and been entitled pursuant to the terms and provisions of such Notes to exercise such extension options; the Senior Loan Agreement and each Mezzanine Borrower shall have timely exercised concurrently extended the extension option to extend each Mezzanine Note, “Maturity Date” as defined in and been entitled pursuant to the terms and provisions of the Mezzanine Loan Agreement. (g) With respect to the Third Extension Option only, the Debt Yield shall be not less than eight percent (8.00%); provided, however, that subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower shall have the right to (i) prepay the Loan in part to satisfy such Debt Yield test (taking into account the prepayment made pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement) so long as Mezzanine Borrower has also made a pro rata payment of the Mezzanine Loan pursuant to Section 2.9.1(g) of the Mezzanine Loan Agreement, it being agreed that, notwithstanding anything herein to the contrary, any such prepayment of the Loan pursuant to this clause (g) shall be without payment of the Prepayment Premium or any other prepayment or spread maintenance premium, fee or penalty or (ii) deliver to Agent an Acceptable Letter of Credit, along with such other documents and instruments reasonably acceptable to Agent to grant Agent for the ratable benefit of Lender a first priority security interest in such letter of credit to secure Borrower’s obligations to repay the Debt to Lender hereunder (so long as (A) Senior Mezzanine Borrower has also delivered to Senior Mezzanine Agent an “Acceptable Letter of Credit” (as such term is defined in the Senior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Senior Mezzanine Agent to grant Senior Mezzanine Agent for the ratable benefit of Senior Mezzanine Lender a first priority security interest in such letter of credit to secure Senior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Senior Mezzanine Loan Agreement) to Senior Mezzanine Lender under the Senior Mezzanine Loan Documents and (B) Junior Mezzanine Borrower has also delivered to exercise Junior Mezzanine Agent an “Acceptable Letter of Credit” (as such extension optionsterm is defined in the Junior Mezzanine Loan Agreement), along with such other documents and instruments reasonably acceptable to Junior Mezzanine Agent to grant Junior Mezzanine Agent for the ratable USActive 36631986.12 -73- benefit of Junior Mezzanine Lender a first priority security interest in such letter of credit to secure Junior Mezzanine Borrower’s obligations to repay the “Debt” (as such term is defined in the Junior Mezzanine Loan Agreement) to Junior Mezzanine Lender under the Junior Mezzanine Loan Documents), on a pro rata basis, in an amount that, when applied to the Aggregate Outstanding Principal Balance and the Mezzanine Loan Outstanding Principal Balance (including the corresponding prepayment made to the Mezzanine Loan in satisfaction of the “DY Cash Trap Cure Conditions” thereunder), would be sufficient to satisfy the then applicable Debt Yield Requirement and delivered together with the payment of Agent’s costs and expenses in connection therewith. For the avoidance of doubt, and Acceptable Letter of Credit so delivered would not be returned to Borrower until such time as the Debt has been repaid in full. (h) If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Agent and Lender shall have no obligation to extend the Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

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, 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 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. Borrower shall obtain and deliver failure of Tenant to Holder not later than exercise one (1) Business Day prior to the first day or any of the term options herein following Landlord’s Notice, and, in any event, upon expiration of the Loan as extended one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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 last of such Extension Option) and ending no earlier than the applicable extended Maturity Date; iii. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower Periods, Tenant shall have timely exercised the extension option no further or additional right to renew or extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsthis Lease.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 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 Agreements Agreement subject 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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 (or 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; iii. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreements 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 Note A-2, Note B-1applicable Mezzanine Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the 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 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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 Note A-2, Note B-1applicable Mezzanine Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the 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 (a) Borrower shall have three (3) options to extend the provisions Maturity Date of this Section 5Component A of the Loan for consecutive one (1) year periods (each, an “Extension Option”). In order to exercise the first such extension right, Borrower shall have the option (the First Extension Option), by irrevocable deliver to Lender written notice of such extension no earlier than ninety (the First Extension Notice90) delivered to Lender days and no later than thirty (30) days prior before the Payment Date occurring in December 2014, and, upon giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Initial Maturity Date, Date as theretofore in effect will be extended to extend the Maturity Date to November 11, 2010 (the Component A First Extended Maturity Date). In order to exercise the event Borrower shall have exercised the First Extension Optionsecond such extension right, Borrower shall have the option (the Second Extension Option), by irrevocable deliver to Lender written notice of such extension no earlier than ninety (the Second Extension Notice90) delivered to Lender days and no later than thirty (30) days prior before the Payment Date occurring in December 2015 and, upon the giving of such notice of extension, and subject to the First Extended Maturity Datesatisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, to extend the First Extended Component A Maturity Date as theretofore in effect will be extended to November 10, 2011 (the Component A Second Extended Maturity Date). In order to exercise the event Borrower shall have exercised the Second Extension Optionthird such extension right, Borrower shall have the option (the Third Extension Option), by irrevocable deliver to Lender written notice of such extension no earlier than ninety (the Third Extension Notice90) delivered to Lender days and no later than thirty (30) days prior to before the Second Extended Maturity DatePayment Date occurring in December 2016 and, to extend upon the Second Extended Maturity Date to November 12giving of such notice of extension, 2012 (the Third Extended Maturity Date). Borrower's right to so extend the Maturity Date shall be and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Maturity Date as theretofore in effect will be extended to the Component A Third Extended Maturity Date. (b) The Component A Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions precedent prior to each extension hereunder: i. are satisfied: (A) no Noticed Default or Event of Default shall have occurred be in existence and be continuing both either on (A) the date Borrower delivers of Borrower’s notice or on the applicable Extension Notice and then current Component A Maturity Date, (B) on or prior to the Initial applicable Component A Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; provided, however, that if 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. Borrower shall obtain and deliver to Holder not later than one enter into an interest rate protection agreement (1or extend the then existing Interest Rate Cap Agreement) Business Day prior to the first day of through the term of the Loan as extended one or more applicable extension for the then outstanding principal balance of Component A and otherwise on substantially similar terms and conditions of the initial Interest Rate Protection Agreements from an Approved Counterparty which Cap Agreement entered into in connection with Component A and shall provide with respect to any new Interest Rate Protection Agreement(s) shall comply in all respects Cap Agreement an assignment of interest rate cap agreement with the requirements set forth respect thereto in the Loan Agreement and shall be effective for form of the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the applicable Extension Optioncounterparty with respect thereto, each reasonably acceptable to Lender and (C) and ending no earlier than the applicable extended Maturity Date; iii. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsthird Extension Option only, the Extension Debt Yield based upon the period ending on the last day of the calendar month immediately preceding the calendar month in which the then current Component A Maturity Date occurs shall equal or exceed seventeen and one-half percent (17.50%).

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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Fourth Mezzanine Note A-1-b, the Fourth Mezzanine Note A-2, Note B-1-a, and the Fourth Mezzanine Note B-2 A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised the extension option their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the 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, 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 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within without the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension Tenant’s option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsterm as set forth herein is likewise terminated.

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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (First Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap 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 Protection Agreements 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-2, Note B-1, and Note B-2 A-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and Mortgage Borrower and each Junior Mezzanine Borrower shall have timely exercised the their respective extension option 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 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, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2▇-▇, Note B-1, ▇▇▇▇ ▇-▇ and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension optionsoption; and each Mezzanine Borrower shall have timely exercised the extension option options to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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, the Second Extended Maturity Date and the Second Third Extended Maturity Date, as applicable; provided, however, that if 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (b) Borrower shall (i) 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 Lender one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Protection Agreements Cap Agreement and the related AcknowledgmentsAcknowledgment; and iv. (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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsStated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 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 Agreements Agreement subject 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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 (or 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; iii. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Cap Agreement (or Substitute Interest Rate Protection Agreements 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. 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 Note A-2, Note B-1Mortgage Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mezzanine Mortgage 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Fourth Mezzanine Note A-1-a, the Fourth Mezzanine Note A-2, Note B-1-a, and the Fourth Mezzanine Note B-2 A-2-b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised the extension option their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-b, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their extension option 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 Junior Mezzanine Loan Documents to exercise such extension options.;

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, 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 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 Borrower shall have exercised “Fourth Extension Option,” and together with the First Extension Option, 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 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 Borrower Lessor shall have exercised received a written notice from Lessee stating that it is exercising the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written which notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; (ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and Second Extension Option, the related Acknowledgmentswords “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 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. Borrower shall have timely exercised ) in the extension option to extend event Lessee does not exercise any of the terms of Note A-2First Extension Option, Note B-1the Second Extension Option or the Third Extension Option, and Note B-2 and been entitled pursuant to the terms of such Notes but elects to exercise such extension options; 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 each Mezzanine Borrower shall have timely Lessee acknowledge and agree that the Fourth Extension Option may only be exercised once during the extension option to extend each Mezzanine Note, Term. Lessor and been entitled pursuant to the terms Lessee further acknowledge and agree that all other provisions of the Mezzanine Loan Documents to exercise such extension optionsLease shall remain in full force and effect.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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. 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 Note A-2, Note B-1Mortgage Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mezzanine Mortgage 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of Third Mezzanine Note A-1-b, Third Mezzanine Note A-2, Note B-1-a, and Third Mezzanine Note B-2 A-2-b, and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their extension option 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 to the provisions of this Section 5, 2.7. Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised each of the First Extension Option and the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver cause a Counterparty Opinion to be delivered with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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 Note A-2, Note B-1, applicable Mortgage Loan and Note B-2 the Approved Mezzanine Loan and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mortgage Loan Documents and 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 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap 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 Extended 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 Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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. Borrower (e) if a New Mezzanine Loan is then outstanding, such borrower under the New Mezzanine Loan shall have (i) timely exercised the extension option to extend the terms of Note A-2, Note B-1New Mezzanine Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Fourth Mezzanine Note A-1-a, the Fourth Mezzanine Note A-1-b, and the Fourth Mezzanine Note A-2, Note B-1, and Note B-2 -a and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised the extension option their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Senior Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 2019 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 2020 (the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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 2021 (the “Third Extended Maturity Date”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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 5.30%; 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. (g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the terms of Note A-2, Note B-1Mortgage Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mezzanine Mortgage 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 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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, the Second Extended Maturity Date and the Second Third Extended Maturity Date, as applicable; provided, however, that if 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (b) Borrower shall (i) 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 Lender one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. 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 Protection Agreements Cap Agreement and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of Acknowledgment that were obtained in connection with such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsextension.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (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 and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension optionsMaturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have the option (the First Extension Option), by irrevocable written notice (the First Extension Notice) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2A-1, Note B-1, B-1 and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the Mezzanine Loan Documents to exercise such extension options.

Extension Options. Subject to the provisions of this Section 52.7, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Protection Agreements Cap Agreement 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. (g) Mortgage Borrower shall have (i) timely exercised the extension option to extend the terms of Note A-2, Note B-1Mortgage Loan, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and (ii) been entitled pursuant to the terms of the Mezzanine Mortgage 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 (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), 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 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the Second Extension Option), by irrevocable written notice (the Second Extension Notice) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the Third Extension Option), by irrevocable written notice (the Third Extension Notice) delivered to 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). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. 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 one or more Interest Rate Protection Agreements from an Approved Counterparty which Interest Rate Protection Agreement(s) shall comply in all respects with the requirements set forth in the 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. Borrower shall deliver a Counterparty Opinion with respect to the Interest Rate Protection Agreements and the related Acknowledgments; and iv. Borrower shall have timely exercised the extension option to extend the terms of Note A-2, Note B-1, and Note B-2 and been entitled Lease pursuant to the terms of such Notes hereof), and, except to exercise such extension options; and each Mezzanine Borrower the extent reflected in the Extension Rent, Landlord shall have timely exercised 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 option 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 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 Mezzanine Loan Documents to exercise such extension optionsTerm for the Premises shall expire on April 30, 2038.

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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Third Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Third Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Third Mezzanine Note A-1-a, the Third Mezzanine Note A-1-b, and the Third Mezzanine Note A-2-a, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower, each Senior Mezzanine Borrower and each Junior Mezzanine Borrower shall have timely exercised the their extension option 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 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, an “Extension Term”). Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to 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 Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to 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 Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to 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”). 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 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 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 Borrower is diligently curing such Noticed Default within the allotted cure period under the 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 for the full one-year period contemplated above; ii. (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 extended, one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty Counterparty, in a notional amount equal to the Outstanding Principal Balance, which Replacement Interest Rate Protection Cap Agreement(s) shall comply in all respects with the requirements set forth in the 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. (c) Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Cap Agreement and the related Acknowledgment and shall deliver to Lender an executed Collateral Assignment of Interest Rate Protection Agreements Agreement; (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 related Acknowledgments; and iv. Borrower 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 Note A-2, Note B-1, and Note B-2 and been entitled pursuant to the terms of such Notes to exercise such extension options; and each Mezzanine Borrower shall have timely exercised the extension option to extend each Mezzanine Note, and been entitled pursuant to the terms of the 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 for to the full one-year period contemplated abovenext 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 one or more the Interest Rate Protection Agreements Cap Agreement (Fourth Mezzanine) from an Approved Counterparty which Interest Rate Protection Agreement(sCap Agreement (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 Protection Agreements Cap Agreement (Fourth Mezzanine) and the related Acknowledgments; and iv. Mezzanine Borrower shall have timely exercised the extension option to extend the terms of the Fourth Mezzanine Note A-1-a, the Fourth Mezzanine Note A-1-b, and the Fourth Mezzanine Note A-2, Note B-1, and Note B-2 -b and been entitled pursuant to the terms of such Notes to exercise such extension options; Mortgage Borrower and each Senior Mezzanine Borrower shall have timely exercised the extension option their options to extend each Mortgage Note and Senior Mezzanine Note, and been entitled pursuant to the terms of the Mortgage Loan Documents and the Senior Mezzanine Loan Documents to exercise such extension options.