Common use of Extension Option Clause in Contracts

Extension Option. 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 September 9, 2009 (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 September 9, 2010 (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 September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgment.

Extension Option. Subject to the provisions of this Section 5, (i) Borrower shall have the option (each option pursuant to this Section 2.7(b), the “First Extension Option”)) to extend the term of the Facility from the Initial Maturity Date to December 21, by irrevocable written notice 2016 (the “First Extension NoticeExtended Maturity Date”) delivered upon satisfaction of each of the following conditions precedent with respect thereto: (A) Borrower shall provide Administrative Agent with written notice of Borrower’s request to Lender no later exercise the Extension Option not more than ninety (90) days but not less than thirty (30) days prior to the Initial Maturity Date, ; (B) As of the date of Borrower’s delivery of notice of its request to extend exercise the Maturity Date to September 9, 2009 (the “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, Borrower shall have and as of 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 Initial Maturity Date, to extend all of Borrower’s and Guarantor’s representations and warranties in the First Extended Maturity Date to September 9, 2010 (the “Second Extended Maturity Date”). In the event Borrower Loan Documents 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 be true and correct in all material respects except to the Second Extended Maturity Date, extent that any such representation or warranty relates to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary a specific earlier date and no Default or Event of Potential Default shall have occurred and be continuing both on and Borrower and Guarantor shall so certify in writing; (AC) At Requisite Lenders’ option, Administrative Agent shall have obtained at Borrower’s expense new Appraisals or an update to the date existing Appraisals of the Mortgaged Properties and determined the current Appraised Value of the Mortgaged Properties; (D) The Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower Guarantors shall obtain execute and deliver to Lender not later than one Administrative Agent and Lenders such additional consents and affirmations and other documents (1) Business Day prior including, without limitation, amendments to the first day Security Documents) as the Administrative Agent may reasonably require, and the Borrower shall pay the cost of any title endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such extension. (E) Borrower and Guarantor shall execute or cause the term execution of all documents reasonably required by Administrative Agent to exercise the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. (F) As a condition to such extension, Borrower shall deliver (pay to Administrative Agent, for the account of the Lenders, an extension fee pursuant to Section 2.3(b) hereof, together with all reasonable costs and expenses incurred by or shall commit on behalf of Administrative Agent in connection with the extension, it being agreed that such payment may be made pursuant to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to an advance under the Extension Interest Rate Agreement and the related AcknowledgmentFacility.

Extension Option. Subject to the provisions of this Section 5, (a) Borrower shall have the option (the each, an “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 of the Note from the Original Maturity Date to September 9the Payment Date in July, 2009 (the “First Extended Maturity Date”). In , and from the event First Extended Maturity Date to the Payment Date in July, 2010 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable given written notice (the each, an “Second Extension Notice”) delivered to Lender no later the Agent and Collateral Agent not less than thirty sixty (3060) days prior to the Original Maturity Date or the First Extended Maturity Date, as applicable, of its election to extend exercise the First Extended Maturity Date to September 9, 2010 (first or the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second second Extension Option, Borrower shall have as the option case may be; (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”ii) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers Original Maturity Date or the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. (iii) Agent shall have determined that the Loan to Value Test is satisfied; (iv) Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior have paid to the first day Agent for the benefit of the Lenders on the First Extended Maturity Date a fee in connection with an extension to the Final Maturity Date equal to the product of 0.125% and the Principal Indebtedness as of the First Extended Maturity Date (taking into account any principal payments made on the First Extended Maturity Date) (such fee, an “Extension Fee”) (i.e., no Extension Fee shall be due and payable on the Original Maturity Date in connection with an extension to the First Extended Maturity Date); and (v) Borrower shall have purchased an interest rate cap for the term of the Loan as extended one extension (or more Extension renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have Provider, with a notional amount equal to the outstanding Principal Indebtedness and a strike rate equal to 5.50% and pursuant to documentation acceptable to the Maximum Pay Rate Agent and delivered to the Agent a fully executed Collateral Assignment of Hedge. (b) In the event Borrower has timely given the Extension Notice for the first or second Extension Option to Agent, Agent shall be effective for required to notify Borrower by not later than the period commencing penultimate Payment Date prior to the Original Maturity Date or the First Extended Maturity Date, as applicable, of Borrower’s compliance or non-compliance with the Loan to Value Test. Borrower may make a voluntary prepayment of the Loan on the day immediately following the then applicable Original Maturity Date or the First Extended Maturity Date, as applicable, in order to be in compliance with the Loan to Value Test on such date (prior including from equity capital contributions from its principals). If Agent notifies Borrower that the Loan to giving effect to the applicable Extension Option) Value Test has not been satisfied, and ending on the last day Borrower believes that Agent’s determination of the Interest Period value of the Property in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver connection with such calculation is incorrect, then within five (5) Business Days thereafterafter Agent notifies Borrower that the Loan to Value Test has not been satisfied, Borrower may notify Agent in writing (a “Dispute Notice”). If Borrower does not send a Dispute Notice within said five (5) Business Day period, Borrower shall be deemed to have agreed that Agent’s valuation of the Property for purposes of the Loan to Value Test is correct. If Borrower does send a Counterparty Opinion Dispute Notice within said five (5) Business Day period, then such dispute shall be resolved as set forth in this paragraph. Within three (3) Business Days following Agent’s receipt of such Dispute Notice from Borrower, each of Agent and Borrower shall retain, at Borrower’s sole cost and expense, an independent MAI appraiser with respect at least five (5) years experience in appraising properties similar to such Property in Los Angeles, California (the “Initial Appraisers”), to appraise the Property, which appraisals shall be completed within twenty (20) days after each such Initial Appraisers’ retention. If the two appraisals vary by less than five percent (5%), the value of such Property for purposes of the Loan to Value Test shall be deemed to be the average of the two appraisals. If the two appraisals vary by more than five percent (5%), then the Initial Appraisers shall choose a third independent MAI appraiser with at least five (5) years experience in appraising properties similar to the Property in Los Angeles, California, within three (3) Business Days of either party’s request to do so, which third appraiser shall render its opinion of the value of the Property within fifteen (15) days of being retained. The cost of such third appraiser shall be borne by Borrower. If a third appraiser is so retained, the value of the Property for purposes of the Loan to Value Test shall be deemed to be the average of the two appraisals closest in value. If Borrower fails to retain an Initial Appraiser within three (3) Business Days following Agent’s receipt of the Dispute Notice, then the value of the Property for purposes of the Loan to Value Test shall be deemed to be the value initially determined by Lender. In any of the foregoing cases, the determination of the value of such Property for purposes of the Loan to Value Test so made shall be conclusive and binding on Agent and Borrower. (c) Borrower may revoke any Extension Interest Rate Agreement Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the related AcknowledgmentCollateral Agent on or prior to the tenth (10th) Business Day prior to the Original Maturity Date or the First Extended Maturity Date, as applicable; provided, however, that Borrower shall pay the reasonable out-of-pocket costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this Section 2.17, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. Subject to the provisions of this Section 5, (a) Borrower shall have the option (the each, an “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 of the Floating Rate Note for up to September 9, 2009 two (2) extension terms: (i) the first extension term from the Original Maturity Date to the Payment Date in August 2010 (the “First Floating Rate Extended Maturity Date”). In , and (ii) the event second extension term from the First Floating Rate Extended Maturity Date to the Payment Date in August 2011 (the “Final Floating Rate Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have exercised the First Extension Option, Borrower shall have the option (the “Second Extension Option”), by irrevocable given written notice (the each, an “Second Extension Notice”) delivered to Lender no later not less than thirty sixty (3060) days prior to the Original Maturity Date or the First Floating Rate Extended Maturity Date, as applicable, of its election to extend exercise the First Extended Maturity Date to September 9, 2010 (first or the “Second Extended Maturity Date”). In the event Borrower shall have exercised the Second second Extension Option, Borrower shall have as the option case may be; (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”ii) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers Original Maturity Date or the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Floating Rate Extended Maturity Date, as applicable or as of the date of delivery of the Extension Notice with respect to the applicable Extension Option; and (iii) Borrower shall have purchased an interest rate cap for the term of the extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Provider, with a notional amount equal to the outstanding Floating Rate Component of the Principal Indebtedness and a LIBOR strike rate less than or equal to 6.50% and pursuant to documentation acceptable to Lender in accordance with the Prudent Lender Standard and delivered to Lender a fully executed Collateral Assignment of Hedge. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to Lender on or prior to the tenth (10th) Business Day prior to the Original Maturity Date or the First Extended Maturity Date and the Second Floating Rate Extended Maturity Date, as applicable; ii. ; provided, however, that Borrower shall obtain pay the reasonable out-of-pocket costs incurred by Lender and deliver to Lender not later than one (1) Business Day prior to in connection with the first day giving of any Extension Notice and its revocation. If the term of the Loan as is extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal pursuant to the Maximum Pay Rate provisions of this Section 2.17, then all the other terms 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 on the last day conditions of the Interest Period Loan Documents shall remain in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement full force and the related Acknowledgmenteffect and unmodified.

Extension Option. (a) The Borrower shall have two options (each, an “Extension Option”) to extend the maturity of the Revolving Credit Commitments for a period of six (6) months per extension (each such period, an “Extension Period”). Subject to the provisions of this Section 5conditions set forth in clause (b) below, Borrower shall have the option may exercise each Extension Option by delivering written notice (the an “First Extension OptionNotice”), by irrevocable written notice together with the payment of the first installment of the Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the “First Extension Notice”) delivered to Lender no later Administrative Agent on or before the date that is at least 30 days, but not more than thirty (30) days 180 days, prior to the Initial Maturity then applicable Revolving Credit Termination Date, to stating that Borrower will extend the Maturity Revolving Credit Termination Date to September 9for six (6) months (or if such date that is six (6) months after the Revolving Credit Termination Date is not a Business Day, 2009 (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 September 9, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”next succeeding Business Day). Borrower’s delivery of an Extension Notice shall be irrevocable. In no event shall the Revolving Credit Termination Date occur later than June 30, 2020. (b) The Borrower’s right to so extend the Maturity Date exercise each Extension Option shall be subject to the satisfaction following terms and conditions: (i) no Potential Event of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both either on (A) the date Borrower delivers the First Extension Notice, the Second applicable Extension Notice to the Administrative Agent or on the Third date that this Agreement would otherwise have terminated, (ii) the Borrower shall be in full compliance with all covenants and conditions set forth in this Agreement as of the date Borrower delivers the applicable Extension Notice, as applicableNotice to the Administrative Agent and on the date that this Agreement would otherwise have terminated, and (Biii) the Borrower shall have paid the first installment of the Extension Fee to the Administrative Agent for the account of the Lenders (based on their respective Pro Rata Shares). (c) If the Borrower exercises any Extension Option, the Borrower shall pay the first installment of the Extension Fee on the Initial Maturity Date, date of the First Extended Maturity Date Extension Notice and shall pay the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to second installment of the Extension Fee on the first day of the term fourth month of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related AcknowledgmentPeriod.

Extension Option. Subject Borrower may extend the Maturity Date to the provisions of this Section 5February ----------------- 28, 2005 provided that: (a) Borrower shall have the option (the “First Extension Option”), by irrevocable has given Lender written notice (the “First Extension Notice”"EXTENSION NOTICE") delivered of such extension not less than 45 days nor more than 90 days prior to the Maturity Date; (b) Borrower has paid or caused to be paid to Lender concurrently with the giving of the Extension Notice a non-refundable extension fee equal to $305,500; (c) no later default shall have occurred under the terms of any of the Loan Documents; (d) the Project Yield is not less than 14.50% for the six (6) months immediately preceding the Maturity Date; (e) the Debt Coverage Ratio for the six (6) months immediately preceding the Maturity Date exceeds 1.45, and (f) the maturity date of the Deutsche Bank Debt shall have been extended to a date which is at least thirty (30) days prior to beyond the Initial Maturity Date, to extend the Maturity Date to September 9, 2009 (the “First Extended Maturity Date”). In the event Borrower as extended by this Section or 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 been refinanced with a loan having a maturity date which is at least thirty (30) days prior to beyond the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2010 (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 September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; extended by this Section. "DEBT COVERAGE RATIO" means the ratio of (i) Net Operating Income from the Project for a particular period, to (ii) payments of interest due on the Loan for the same period. Borrower shall obtain and deliver to Lender not later than one "PROJECT YIELD" for any period means the quotient of (1x) Business Day prior to the first day Net Operating Income from the Project (calculated using actual occupancy of the term Project), as determined by Lender's audit (or otherwise reasonably estimated by Lender), at Borrower's expense, divided by (y) the then current outstanding principal balance of the Loan plus all accrued but unpaid interest thereon. "NET OPERATING INCOME" means the Effective Rental Income (as extended one reasonably determined by Lender and excluding non-recurring and non-Property related income) less Expenses. Calculation of "EFFECTIVE RENTAL INCOME" shall be based ---- on the lesser of: (a) the rent rolls from the most recent three months annualized (adjusted for concessions); or more Extension Interest Rate Cap Agreements (b) an assumed 93% occupancy rate for the same period annualized. Effective Rental Income shall not include receipts from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(sany other sources including, but not limited to, late fees and interest income. Calculation of "EXPENSES" shall mean (i) shall have for purposes of this Section, the actual customary operating expenses of the Property, on a strike rate stabilized accrual basis, for the previous twelve (12) month period as reasonably adjusted by Lender, including, but not limited to, recurring expenses, real estate taxes and assessments, a management fee (whether or not paid) equal to the Maximum Pay Rate greater of five percent (5%) of effective gross revenue or the amount actually paid by Borrower, a replacement reserve in an amount equal to Three Hundred and shall be effective No/100 Dollars ($300.00) per unit; or (ii) for purposes of Section 5.9, the actual customary operating expenses of the Property, on a stabilized accrual basis, for the period commencing on the day immediately following the then applicable Maturity Date previous twelve (prior to giving effect 12) month period, including, but not limited to, recurring expenses, real estate taxes and assessments, a management fee (whether or not paid) equal to the applicable Extension Option) and ending on the last day greater of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five percent (5%) Business Days thereafterof effective gross revenue or the amount actually paid by Borrower, a replacement reserve in an amount equal to Three Hundred and No/100 Dollars ($300.00) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgmentper unit.

Extension Option. Subject to the provisions of this Section 5, Borrower shall have the option right to extend the Maturity Date from August 11, 2002 to August 11, 2003 (the “First period commencing on the first (1st) day following the original Maturity Date and ending on August 11, 2003 being referred to herein as the "Extension Option”Term"), by irrevocable provided that the following terms are complied with: (i) Borrower shall have given Lender its written notice of such extension (the “First an "Extension Notice”") delivered to Lender no later not less than thirty (30) days prior to the Initial original Maturity Date, to extend ; (ii) on the Maturity Date to September 9, 2009 date of the commencement of the Extension Term (the “First Extended Maturity "Extension Commencement Date”"). In , the event Borrower Interest Rate shall have exercised be increased by the First Extension OptionOption Margin as described in clause (iii) of the definition of the term "Interest Rate"; provided; however, Borrower shall have prepay on the option (Extension Commencement Date the “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior increased interest attributable to the First Extended Maturity Date, to extend Extension Option Margin that would accrue and be payable over the First Extended Maturity Extension Term based upon the Principal Indebtedness on the Extension Commencement Date to September 9, 2010 and assuming that such Principal Indebtedness was applicable during the Extension Term; and (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”iii) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) at the date Borrower delivers time of the First Extension Notice, delivery of the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Term or on the Extension Commencement Date. In the event the original Maturity Date is extended by the Extension Term in accordance with the terms hereof, thereafter, all references herein and in any of the other Loan Documents (except any such references in this Section 2.10) to the "Maturity Date" shall be deemed to refer to August 11, 2003. 1.12. Section 2.11(a)(ii) of the Original Loan Agreement is hereby amended to delete the third and fourth sentences thereof and replace such sentences with the following: Borrower shall cause the Operators for the Leased Facilities to deposit all lease payments under the relevant Operator Leases directly into the Collection Account and shall cause all relevant checks to be made payable to the name of the Collection Account. For the Facilities which are not Leased Facilities, Borrower shall cause the Manager to deposit all Rents, Moneys and other items of Gross Revenue into the Collection Account within two (2) Business Days of receipt thereof. 1.13. Section 2.11(b) of the Original Loan Agreement is hereby amended to delete the first sentence thereof and replace such sentence with the following: Prior to the occurrence of a Cash Management Event, Borrower shall pay from an account of Borrower to Lender or Lender's designee or to an account identified by Lender or Lender's designee on or prior to each Payment Date, the Required Debt Service Payment for such Payment Date, the Basic Carrying Costs Monthly Installment for the Interest Rate Agreement Accrual Period immediately preceding such Payment Date and the Capital Reserve Monthly Installment for the Interest Accrual Period immediately preceding such Payment Date. 1.14. The last paragraph of Section 2.11(g) of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following: If an Event of Default has occurred and is continuing or if on any Payment Date the balance in any Sub-Account is insufficient to make the required payment due from such Sub-Account, Lender may, in its sole discretion, in addition to any other rights and remedies available hereunder, withdraw funds from any other Sub-Account to pay such deficiency; provided, however, with respect to any Leased Facility or any Joint Venture Facility, for so long as the Subsidiary has not acquired an equity interest in the applicable Operator or the applicable Joint Venture, the funds in the Basic Carrying Costs Sub-Account and the Capital Expense Sub-Account allocable to a Leased Facility or any Joint Venture Facility shall not be used to pay any costs other than the Basic Carrying Costs and the Capital Expenses of the related AcknowledgmentLeased Facility or Joint Venture Facility. If Lender elects to apply funds of any such Sub-Account to pay any Base Payment, Borrower shall, upon demand, repay to Lender the amount of such withdrawn funds to replenish such Sub-Account, and if Borrower shall fail to repay such amounts within three (3) Business Days after notice of such withdrawal, an Event of Default shall exist hereunder. Notwithstanding anything contained herein to the contrary, on the Closing Date Borrower shall deposit (i) the Initial Basic Carrying Costs Amount into the Basic Carrying Costs Sub-Account, (ii) the Initial Capital Reserve Amount into the Capital Reserve Sub-Account and (iii) the Initial Debt Service Reserve Amount into the Debt Service Reserve Sub-Account.

Extension Option. Subject to the provisions of this Section 5, Borrower shall have the option right to extend the Initial Maturity Date to the Extended Maturity Date (the “First Extension Option”), by irrevocable written notice (; the period commencing on the Initial Maturity Date and ending on the Extended Maturity Date being referred to herein as the “First Extension NoticeTerm”); provided that all of the following conditions are satisfied: (a) delivered no Event of Default, and no circumstances that, with notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing at the time the Extension Option is exercised and on the date on which the Extension Term commences; (b) the Loan-to-Value Ratio as of the commencement of the Extension Term is equal to or less than fifty percent (50%); (c) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than six (6) months, and no later than thirty three (303) days months, prior to the Initial Maturity Date, which notice shall be accompanied by a non-refundable extension fee equal to extend one-quarter of one percent (0.25%) of the Maturity Date Outstanding Principal Balance on the date of such notice; (d) if the Interest Rate Cap Agreement is scheduled to September 9, 2009 (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 mature prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2010 (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 September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one five (15) Business Day Days prior to the first day of the term of the Loan as extended Extension Term, one or more Extension Replacement Interest Rate Cap Agreements from an Acceptable Counterparty together with the opinion of counsel required under Section 2.2.7(e) hereof, which Extension Replacement Interest Rate Cap Agreement(s) Agreement shall be effective commencing on the first day of the Extension Term and shall have a strike rate equal maturity date not earlier than the Fixed Maturity Date; (e) on the Initial Maturity Date, Borrower shall deposit with Lender, in immediately available funds, sums sufficient in the estimation of Lender (taking into account reasonably anticipated sales of Units) to replenish (i) the Interest Reserve Account so that it covers estimated Debt Service until the Fixed Maturity Date, (ii) if required pursuant to the Maximum Pay Rate terms hereof, the Tax and Insurance Escrow Account so that it covers payment of Taxes and Insurance premiums until the Fixed Maturity Date, (iii) if required pursuant to the terms hereof, the Conversion Work Reserve Account so that it covers the cost of all remaining Conversion Work to be performed, and (iv) if required pursuant to the terms hereof, the Operating Reserve Account so that it covers payment of Operating Expenses in an amount reasonably determined by Lender; (f) Borrower shall be effective have delivered to Lender evidence reasonably satisfactory to Lender that there is sufficient capital available to Borrower to pay for necessary Capital Expenditures, the period commencing on Conversion Work, tenant improvements and leasing commissions; (g) Mortgage Borrower shall have extended the day immediately following Mortgage Loan to a maturity date not earlier than the then applicable Extended Maturity Date (prior pursuant to giving effect to the applicable Extension Option) and ending on the last day in accordance with Section 2.7 of the Interest Period in which the applicable extended Maturity Date occursMortgage Loan Agreement; and iii. (h) Borrower shall deliver have delivered to Lender together with its notice pursuant to subsection (or shall commit b) of this Section 2.7 and as of the commencement of the Extension Term, an Officer’s Certificate in form acceptable to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the Extension Interest Rate Agreement extent such representation and warranties are not matters which by their nature can no longer be true and correct as a result of the related Acknowledgmentpassage of time.

Extension Option. Subject to the provisions of this Section 5, Mezzanine Borrower shall have the option (the “First Extension Option”), exercisable 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 Initial Maturity Date to September 9, 2009 2007 (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”), exercisable 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 September 9, 2010 2008 (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 September 9, 2011 (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 as of the delivery of the Extension Notice and immediately prior to each such extension hereunder: i. No no Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, Date or the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Mezzanine Borrower shall obtain and deliver to Lender Mezzanine Lender, not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension extended, a Replacement Interest Rate Cap Agreements Agreement from an Acceptable Counterparty Approved Counterparty, which Extension Replacement Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and Agreement shall be effective for the period commencing on the day immediately following the then applicable Initial Maturity Date (prior to giving effect to or the applicable Extension Option) First Extended Maturity Date, as the case may be, and ending on the last day of the Interest Period in during which the applicable extended Extended Maturity Date occurs; and; iii. Mezzanine Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Replacement Interest Rate Cap Agreement and the related Acknowledgment; iv. Simultaneously with the delivery of the Extension Notice, Mezzanine Borrower shall pay to Mezzanine Lender the Extension Fee; and v. Mortgage Borrower shall have (A) timely exercised the extension option to extend the Loan (Mortgage) contained in the Mortgage Note, (B) been entitled pursuant to the terms of the Loan Documents (Mortgage) to exercise such extension option, and (C) paid the extension fee required pursuant to the terms of the Mortgage Note.

Extension Option. Subject (a) The Borrower may, by notice to the provisions Administrative Agent (which shall promptly notify the Lenders) not more than 60 days and not less than 30 days prior to any two anniversaries of this Section 5the Closing Date (each such anniversary, Borrower shall have the option (the an “First Extension OptionAnniversary Date”), by irrevocable written notice (request that the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Maturity Date, to Lenders extend the Maturity Date applicable to September 9, 2009 their Revolving Commitments for an additional one-year period from the Maturity Date then in effect hereunder (the “First Extended Existing Maturity Date”). In the event Borrower shall have exercised the First Extension Option. (b) Each such Lender, Borrower shall have the option (the “Second Extension Option”)acting in its sole discretion, shall, by irrevocable written notice (to the “Second Extension Notice”) delivered to Lender Borrower and the Administrative Agent given no later than thirty the date (30) days prior to the First Extended Maturity Dateherein, to extend the First Extended Maturity Date to September 9, 2010 (the “Second Extended Maturity Consent Date”). In ) that is 20 days after the event Borrower shall have exercised date of the Second Extension Optionextension request (or, Borrower shall have if such date is not a Business Day, the option (the “Third Extension Option”next succeeding Business Day), by irrevocable written notice (advise the “Third Extension Notice”) delivered Borrower and the Administrative Agent whether or not such ▇▇▇▇▇▇ agrees to such extension; provided that each Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right that determines not to so extend the Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be subject deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders that have agreed to extend their Maturity Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 50% of the aggregate Revolving Commitments in effect immediately prior to the satisfaction applicable Anniversary Date, then, effective as of such Anniversary Date, the following conditions precedent prior Maturity Date of each extending Lender shall be extended automatically, without any other action by any Person, to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers that is one year after the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Existing Maturity Date, provided that, on the First Extended Consent Date, the conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver pursuant to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgmentthis Section 2.19.

Extension Option. Subject (a) The Borrower may request the exercise of the Extension Option by submitting an Extension Request to the provisions of this Section 5, Borrower Facility Agent. (b) An Extension Request shall have the option not be valid unless: (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”i) it is delivered to Lender the Facility Agent on a day falling no later more than thirty (30) 60 days nor less than 30 days prior to the Initial relevant Facility A Final Maturity Date; (ii) it specifies a date (the EXTENSION DATE) which is no more than a year less a day after the relevant Facility A Final Maturity Date; and (iii) it does not (and would not) cause paragraph (c) to be contravened. (c) The Extension Option may be exercised no more than four times. (d) Upon receipt of a valid Extension Request, the Facility Agent shall promptly notify each Lender which has a Facility A Commitment. Each such Lender shall have the right, in its absolute discretion, to accept or decline any Extension Request. Each such Lender must notify the Facility Agent, no later than close of business on the date falling 15 days before the relevant Facility A Final Maturity Date, to extend whether or not it accepts the Extension Request. (e) If there are any Extending Lenders, then: (i) on and from the relevant Facility A Final Maturity Date (subject to September 9, 2009 (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”any further operation of this Clause), 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 September 9, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Facility A Final Maturity Date shall be subject extended to the satisfaction of Extension Date; and (ii) on the following conditions precedent prior to each extension hereunderrelevant Facility A Final Maturity Date: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and Facility A Commitment of each Non-extending Lender shall be cancelled automatically; and (B) the Borrower must pay to each Extending Lender an extension fee, calculated at the rate specified in the Extension Request or at such other rate as may be agreed between the Borrower and all the Extending Lenders, on the Initial Facility A Commitment of that Extending Lender at the close of business on the relevant Facility A Final Maturity Date, the First Extended Maturity Date . (f) An Extension Request is irrevocable and the Second Extended Maturity Date, as applicable;may not be withdrawn. ii. Borrower shall obtain and deliver to Lender not later than one (1g) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgment.In this Clause:

Extension Option. (a) The Borrower shall have two options (each, an “Extension Option”) to extend the maturity of the Revolving Credit Commitments for a period of six (6) months per extension (each such period, an “Extension Period”). Subject to the provisions of this Section 5conditions set forth in clause (b) below, Borrower shall have the option may exercise each Extension Option by delivering written notice (the an “First Extension OptionNotice”), by irrevocable written notice together with the payment of the first installment of the Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the “First Extension Notice”) delivered to Lender no later Administrative Agent on or before the date that is at least 30 days, but not more than thirty (30) days 180 days, prior to the Initial Maturity then applicable Revolving Credit Termination Date, to stating that Borrower will extend the Maturity Revolving Credit Termination Date to September 9for six (6) months (or if such date that is six (6) months after the Revolving Credit Termination Date is not a Business Day, 2009 (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 September 9, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”next succeeding Business Day). Borrower’s delivery of an Extension Notice shall be irrevocable. In no event shall the Revolving Credit Termination Date occur later than June 30, 2023. (b) The Borrower’s right to so extend the Maturity Date exercise each Extension Option shall be subject to the satisfaction following terms and conditions: (i) no Potential Event of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both either on (A) the date Borrower delivers the First applicable Extension NoticeNotice to the Administrative Agent or on the date that this Agreement would otherwise have terminated, (ii) all of the representations and warranties of the Borrower contained in Section 7.1 and in any other Loan Document (other than representations and warranties which expressly speak as of a different date, in which case, such representations and warranties shall have been true and correct as of such date) shall be true and correct in all material respects (or in the case of any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects after giving effect to such qualification) as of the date Borrower delivers the applicable Extension Notice to the Administrative Agent and on the date that this Agreement would otherwise have terminated and (iii) the Borrower shall have paid the first installment of the Extension Fee to the Administrative Agent for the account of the Lenders (based on their respective Pro Rata Shares). (c) If the Borrower exercises any Extension Option, the Second Borrower shall pay the first installment of the Extension Fee on the date of the Extension Notice or and shall pay the Third second installment of the Extension Notice, as applicable, and (B) Fee on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term fourth month of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related AcknowledgmentPeriod.

Extension Option. Subject to the provisions of this Section 5, Borrower (a) Tenant shall have the option (the “First Extension Option”)option, exercisable by irrevocable giving written notice (each, a "Renewal Notice") to Landlord not less than nine (9) months nor more than fifteen (15) months prior to the “First Extension expiration of the original Term of this Lease or the renewal term, to renew and extend this Lease for two (2) consecutive five-year renewal terms, on the same terms as this Lease except that the Base Rent shall be equal to the prevailing Market Rate (as defined below). Tenant's exercise of any renewal option shall become irrevocable, subject to the parties' agreement on the Market Rate for such renewal term, upon Landlord's receipt of the Renewal Notice”. (b) delivered Within ten (10) business days of Landlord's receipt of the Renewal Notice, Landlord shall deliver to Lender no later than Tenant its determination of the Market Rate; and if Tenant agrees with Landlord's determination, Tenant shall execute an Amendment and Supplement to Lease in form and substance satisfactory to Landlord and Tenant, confirming the extension of this Lease and setting forth the Base Rent payable during such Renewal Period along with such other terms and conditions as Landlord may reasonably require. If Tenant disagrees, Landlord and Tenant shall meet and confer at a mutually agreeable time and place within thirty (30) days prior after Landlord's receipt of Tenant's disagreement in order to reach an agreement concerning the Market Rate for the Premises for the applicable renewal term. If within sixty (60) days after receipt of the Renewal Notice, Landlord and Tenant are unable to agree on what Market Rate should be for the renewal term, the Market Rate for such renewal term shall be determined by the appraisal procedure described in subparagraph (c) below. (c) In the absence of an agreement between Landlord and Tenant on the Market Rate for any renewal term during the time period specified in subparagraph (b) above, within ninety (90) days after Landlord's receipt of the Renewal Notice, Landlord and Tenant shall have each appointed an appraiser to determine the Market Rate for such renewal term by giving written notice to the Initial Maturity Dateother party of the name, address and telephone number of their respective appraisers. Each appraiser must (i) be a commercial leasing broker for Class "B" office buildings in the Denver area business district, (ii) have at least ten years experience in commercial leasing brokerage in the Denver area, and (iii) not be affiliated with Landlord or Tenant. The appraisers shall make their determination as to extend the Maturity Date to September 9, 2009 (Market Rate for 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 renewal term within thirty (30) days after their appointment. If the Market Rate determinations of the two appraisers vary from each other by no more than 5%, the Market Rate for the renewal term shall be the average of the two determinations. If the Market Rate determinations of the two appraisers vary by more than 5%, the appraisers shall promptly select a third appraiser who meets the qualifications set forth above. Such third appraiser shall make its determination as to the Market Rate, and the Market Rate for the renewal term shall be the average of the two appraisals which are closest to each other. Landlord and Tenant shall share the cost of the third appraiser, but shall each bear their own costs in connection with the two appraisers they select. Landlord and Tenant agree to be bound by the Market Rate as determined in accordance with the appraisal procedure set forth herein. (d) The Market Rate for any renewal term determined by Landlord and Tenant pursuant to subparagraph (b) above or by the appraisers selected pursuant to subparagraph (c) above shall be based upon the following criteria: (i) There shall be taken into consideration the comparative rents of known lease agreements consummated within twelve (12) months prior to the First Extended Maturity Dateapplicable Renewal Notice for similar space in Class "B" office buildings in the northern metropolitan Denver, to extend Colorado area along the First Extended Maturity Date to September 9Interstate 25 and Interstate 36 corridors; and (ii) In determining the Market Rate for the Premises for the applicable renewal term, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date there shall be subject to taken into account the satisfaction comparative rents described in subparagraph (i) above, provided that appropriate adjustments shall be made by taking into account (1) differences in length of lease terms, (2) the location of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on Building, (A3) the date Borrower delivers floor level at which the First Extension NoticePremises is located, (4) the Second Extension Notice or age, quality and amenities of the Third Extension NoticeBuilding, as applicable(5) tenant improvement allowances and free rent concessions given, and (B6) current operating expenses and impositions for the Building. The option provided for herein shall be exercisable by Tenant and Tenant's permitted assignee only and may not be assigned or transferred by operation of law or otherwise except to a permitted assignee as part of the assignment of this Lease. Tenant may exercise said option on the Initial Maturity Datecondition that it is not in default under the Lease beyond any applicable cure periods, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender that Tenant has not later than one (1) Business Day prior to the first day subleased or assigned all or part of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related AcknowledgmentPremises.

Extension Option. 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”a) delivered to Lender Provided that no later than thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to September 9, 2009 (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 September 9, 2010 (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 September 9, 2011 (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 Monetary Default or Event of Default has occurred and is continuing, the Borrower may, by written notice to Administrative Agent and each Lender (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Administrative Agent and each Lender) no earlier than 60 days prior to the first anniversary of the Closing Date and not later than 90 days prior to the Revolving Credit Termination Date then in effect, request, once each calendar year, an extension of the Revolving Credit Termination Date to a date that is one year later than the Revolving Credit Termination Date then in effect. (b) Each Lender shall, within 30 days of receipt of the applicable request, notify the Administrative Agent in writing whether such Lender consents to the extension of the Revolving Credit Termination Date, such consent to be in the sole discretion of such Lender. If any Lender does not so notify the Administrative Agent of its decision within such 30 day period, such Lender shall be deemed to have not consented to such request of the Borrower. (c) The Administrative Agent shall promptly notify the Borrower whether the Required Lenders have consented to such request. If the Administrative Agent does not so notify the Borrower within 35 days after the Administrative Agent’s receipt of such request, the Administrative Agent shall be deemed to have notified the Borrower that the Required Lenders have not consented to the Borrower’s request. Each Lender which elects not to extend the Revolving Credit Termination Date or fails to so notify the Administrative Agent of such consent is herein a “Non-Consenting Lender,” and each Lender which elects to extend the Revolving Credit Termination Date pursuant to this Section 2.20 is herein a “Consenting Lender.” (d) If, at any time after a Non-Consenting Lender’s receipt of a request for extension under this Section 2.20 and prior to the Revolving Credit Termination Date then in effect, any Person satisfying the conditions set forth in Section 10.04(b)(i) offers to purchase all of such Non-Consenting Lender rights and obligations under the Loan Documents for a purchase price at least equal to the Replacement Lender Purchase Price, then upon the satisfaction of the conditions set forth in Section 10.04(b)(ii) (which conditions must be satisfied before the Revolving Credit Termination Date then in effect), such Non-Consenting Lender agrees to promptly assign all of its rights and obligations under this Agreement to such Person (such Person being herein referred to as a “Replacement Lender”); provided, however, if the Non-Consenting Lender shall be an Issuing Lender, in addition to the foregoing requirements, such Non-Consenting Lender shall have occurred received replacement letters of credit for any then outstanding Letters of Credit issued by such Non-Consenting Lender. (e) The Revolving Credit Termination Date shall be extended as to the Consenting Lenders only upon the consent of the Required Lenders, and the then-existing Revolving Credit Termination Date shall remain unchanged as to the Non-Consenting Lenders. For purposes of this Section 2.20, the Required Lenders shall be continuing both determined after giving effect to any Replacement Lenders which have purchased the rights and obligations of a Non-Consenting Lender in accordance with clause (d) above. If the Required Lenders have consented to the extension of the Revolving Credit Termination Date, but less than all Lenders have consented to the extension of the Revolving Credit Termination Date, then: (i) the Revolving Loan Commitments of the Non-Consenting Lenders shall be terminated effective as of the Revolving Credit Termination Date determined without giving effect to the extension granted pursuant to this Section 2.20(e) (the “Non-Consenting Lender Termination Date”); (ii) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of any outstanding Revolving Loans, including any accrued interest thereon; (iii) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of any outstanding Swingline Loans with respect to which the Non-Consenting Lenders have purchased a participation pursuant to Section 2.04(c), including any accrued interest thereon; (iv) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of the aggregate amount of all LC Disbursements funded by the Non-Consenting Lenders which have not been reimbursed to the Non-Consenting Lenders or converted into a Revolving Loan or Swingline Loan; (v) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders all outstanding fees, reimbursements and other amounts accrued under the Loan Documents for the account of the Non-Consenting Lenders; and (vi) as of the Non-Consenting Lender Termination Date, (A) all of the date Borrower delivers obligations of the First Extension Notice, Non-Consenting Lenders pursuant to Section 2.05(d) to fund any LC Disbursements with respect to Letters of Credit outstanding on the Second Extension Notice or the Third Extension Notice, as applicable, Non-Consenting Lender Termination Date and (B) all of the obligations of the Non-Consenting Lenders pursuant to Section 2.04(c) to purchase participations in any outstanding Swingline Loans outstanding on the Initial Maturity Date, the First Extended Maturity Non-Consenting Lender Termination Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to been assumed by the Maximum Pay Rate and remaining Lenders (including the Replacement Lenders) in accordance with the Applicable Percentages of such remaining Lenders, which Applicable Percentages shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to determined after giving effect to the applicable Extension Option) and ending termination of the Revolving Loan Commitments of the Non-Consenting Lenders, provided, however, if the remaining Lenders are unable to assume all of such obligations because to do so would cause them to exceed their respective Revolving Loan Commitments, then to the extent such obligations cannot be so assumed, the Borrower shall prepay or cash collateralize, as the case may be, such obligations on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related AcknowledgmentNon-Consenting Lender Termination Date.

Extension Option. Subject to the provisions of this Section 5, Borrower shall have the option to extend the Scheduled Maturity Date to the Extended Maturity Date (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 September 9, 2009 (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 September 9, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend exercise the Maturity Date Extension Option shall be subject to the satisfaction of each of the following conditions precedent , if (and only if) each of the following conditions (“Extension Conditions”) have been satisfied within the applicable time periods: (i) Borrower shall have delivered to Administrative Agent written notice (the “Extension Notice”) of Borrower’s decision to extend the Scheduled Maturity Date pursuant to this Section at least sixty (60) days but not more than ninety (90) days prior to each extension hereunder:the Scheduled Maturity Date. The Extension Notice, upon its delivery to Administrative Agent, shall be irrevocable; i. (ii) No Monetary Default or Event of Default shall have occurred and no Unmatured Default shall have occurred and be continuing both on (Ai) at the date time Borrower delivers gives the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (Bii) on the Initial Scheduled Maturity Date, and on the First Extended Scheduled Maturity Date and Borrower shall have delivered to Administrative Agent an Officer’s Certificate to that effect; (iii) On or before the Second Extended Scheduled Maturity Date, as applicableBorrower shall have paid or provided Administrative Agent sufficient funds for the payment of all Loan Expenses incurred by each Lender in connection with the Extension Option; ii. (iv) Intentionally Omitted; (v) Each representation and warranty made in the Loan Documents by a Loan Party shall continue to be true and correct as if remade on the Scheduled Maturity Date, and on the Scheduled Maturity Date, Borrower shall have delivered an Officer’s Certificate to that effect; (vi) If required by Administrative Agent, on or before the Scheduled Maturity Date, Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior Administrative Agent an interest rate protection agreement in a form and from a counterparty acceptable to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate Administrative Agent in its sole discretion and shall be effective for the period commencing on the day immediately following the then applicable Scheduled Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Extended Maturity Date occurs; andDate; iii. (vii) If an interest rate protection agreement is required pursuant to clause (vi) above, Borrower shall deliver (or shall commit a counterparty legal opinion in form and substance acceptable to deliver within five (5) Business Days thereafter) a Counterparty Opinion Administrative Agent and from counsel acceptable to Administrative Agent with respect to the interest rate protection agreement; (viii) On or before the Scheduled Maturity Date, Borrower shall have delivered to Administrative Agent UCC Searches, with a search date not more than 30 days prior to the Scheduled Maturity Date, confirming the filing of the Financing Statements in favor of Administrative Agent on behalf of each Lender, and disclosing no other security interests, liens, encumbrances, judgments, filed actions or bankruptcy filings by or against any of the SHP Subsidiaries, Borrower or Guarantor with respect to the Collateral other than the Permitted Exceptions; (ix) On or before the Scheduled Maturity Date, Borrower shall have delivered to Administrative Agent a Borrower Estoppel Certificate in form and substance acceptable to Administrative Agent with an effective date not more than 5 days prior to the Scheduled Maturity Date; (x) On or before the Scheduled Maturity Date, Borrower shall prepay the Loan by at least Ten Million Dollars ($10,000,000) (the “Minimum Principal Amortization”); provided however that the Minimum Principal Amortization shall be reduced by an amount equal to fifteen (15%) percent of the aggregate amount of all reductions of the total outstanding Senior Loan principal balance made on or after March 6, 2010 excluding any pay down of the Senior Loan in connection with the Transfer of a Property. Proceeds from the Transfer of a Property which are used to pay down the Loan are considered a prepayment of the Loan. For the avoidance of doubt, any reduction in Senior Loan principal balance or in the Minimum Principal Amortization amount does not reduce the amount of the Debt; (xi) On or before the Scheduled Maturity Date, each Loan Party shall have delivered to Administrative Agent its most current certified financial statement showing no Material Adverse Change from those delivered to Administrative Agent or any Lender prior to the date hereof and a certification from such Loan Party that since the date of such statement there has been no Material Adverse Change; (xii) On or before the Scheduled Maturity Date, the Properties shall have a Debt Service Coverage Ratio of at least 1.15 to 1.00. The debt Service Coverage Ratio, for purposes of this Section 1.7 only, shall be measured using financial results for the most recent period available on or before the Scheduled Maturity Date; In the event that any of the foregoing Extension Interest Rate Agreement Conditions is not satisfied strictly in accordance with the terms hereof or waived by the Requisite Lenders (or in the case if (ii) and (iii), each Lender) in writing, the Extension Option shall be null and void, and the related AcknowledgmentLoan shall mature on the Scheduled Maturity Date.

Extension Option. 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 September 9, 2009 2008 (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 September 9, 2010 (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 September 9, 2011 (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 the extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Mezzanine Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Mezzanine Borrower shall obtain and deliver to Mezzanine Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and; iii. Borrower Mezzanine Borrower, shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgment; iv. Mezzanine Borrower, shall pay to Mezzanine Lender an extension fee in the amount of 0.50% of the Principal Amount; and v. Mezzanine Borrower, shall deliver to Mezzanine Lender an “Eagle 9” title policy and comply with all obligations in respect of same, as provided under Section 5.1.23 of the Mezzanine Loan Agreement.

Extension Option. Subject to the provisions of this Section 5, Borrower shall have the option (the “First "EXTENSION OPTION") to extend the Credit Facility by extending the Termination Date for a one-year period from and after the initial Termination Date of August 18, 2001, or any previously extended Termination Date pursuant to SECTION 3.16, such Extension Option”)Option being exercisable only once as provided below, by irrevocable and subject to satisfaction of each of the following conditions: (a) Administrative Agent shall have received written notice (of the “First Borrower's election to exercise the Extension Notice”) delivered to Lender no later than Option at least thirty (30) days prior to the Initial Maturity Date, to extend the Maturity Date to September 9, 2009 but no more than ninety (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 (3090) days prior to before the First Extended Maturity Date, to extend the First Extended Maturity Termination Date to September 9, 2010 (the “Second Extended Maturity Date”as then in effect). In the event Borrower . (b) There 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 exist no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Termination Date (as then in effect). (c) Borrower and each Guarantor Subsidiary shall have occurred executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, and such other documents as are reasonably requested by Administrative Agent to properly document the extension. (d) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of .15% of the Total Commitment (the "EXTENSION FEE") in consideration of the commitment of the Lenders to continue to make Advances to Borrower until the new extended Termination Date, which Extension Fee shall be due and payable at the time Borrower delivers its written notice of election to extend pursuant to SECTION 3.15(A). As of the date of Borrower's delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be continuing both on a bona fide commitment fee intended as reasonable compensation to Lenders for the commitment to make Advances until the extended Termination Date. (Ae) the date Borrower delivers the First Extension Noticeshall pay to Administrative Agent all reasonable costs and expenses, the Second Extension Notice or the Third Extension Noticeincluding reasonable attorneys= fees, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date incurred in connection with such extension and the Second Extended Maturity Datedocumentation thereof. (f) During the extended term, as applicable; ii. Borrower shall obtain all terms and deliver to Lender not later than one (1) Business Day prior to the first day of the term conditions of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(sDocuments (including but not limited to interest rates and payments) shall have a strike rate equal pertaining to the Maximum Pay Rate Credit Facility shall continue to apply; PROVIDED, HOWEVER, that the term "Termination Date" and shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior all references to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period such term in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate this Agreement and the related Acknowledgmentother Loan Documents shall mean and refer to the extended Termination Date which shall be one year from the Termination Date as then in effect. All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.

Extension Option. Subject to the provisions of this Section 5, Borrower shall have the option right to extend the Stated Maturity date for a period of twelve (12) months (the “First Extension OptionTerm”), by irrevocable written notice upon the satisfaction of all of the following terms and conditions (the “First Extension NoticeDate”): (i) delivered to Lender no later than at least thirty (30) days prior to the Initial Stated Maturity Date, to extend the Maturity Date to September 9, 2009 date but not earlier than ninety (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 (3090) days prior to the First Extended Stated Maturity Datedate, Borrower shall give Lender written notice that Borrower desires to extend the First Extended Stated Maturity Date date for the Extension Term; (ii) Borrower shall pay the non-refundable Extension Fee and all costs and expenses incurred by Lender in connection with the extension of the Stated Maturity date, including, without limitation, any title fees and reasonable attorneys’ fees and costs; (iii) there shall be no Event of Default which has not been cured or event which, with the passage of time or giving of notice or both, would result in an Event of Default under this Agreement or any of the other Loan Documents, either on the Stated Maturity date or on the date of Borrower’s notice to September 9, 2010 Lender requesting extension of the Stated Maturity date; (the “Second Extended Maturity Date”). In the event iv) The Renovation Work shall have been Substantially Completed; (v) Borrower shall have exercised executed an extension agreement in form and substance acceptable to Lender evidencing the Second extension of the Stated Maturity date as provided in this Section 4(f); (vi) Borrower Manager and Guarantor shall have reaffirmed that their respective obligations under the Loan Documents will continue notwithstanding Borrower’s exercise of the Extension Option, Borrower ; (vii) Lender shall have received a date down endorsement to its Title Policy indicating no adverse change in the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior condition of title to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicableProperty; ii. Borrower shall obtain and deliver to Lender not later than one (1viii) Business Day prior to On the first day of the term Extension Term, the then total outstanding principal amount of the Loan shall not exceed 80% of the “as extended one stablized” value of the Property as determined by a then-current MAI appraisal acceptable to Lender; and (ix) If required by Lender, Borrower shall deposit into the Interest Reserve Account on or more before the first day of the Extension Interest Rate Cap Agreements from Term an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate amount equal to the Maximum Pay Rate difference between (A) the total aggregate amount of Base Interest payable during the Extension Term pursuant to the Note and shall be effective for (B) the period commencing amount of funds in the Interest Reserve Account on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last first day of the Interest Period Extension Term; provided that Lender may reduce such amount, in which Lender’s discretion, to reflect the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to amount, if any, of Net Operating Income that Lender determines may be generated by the Property during the Extension Interest Rate Agreement and the related AcknowledgmentTerm.

Extension Option. Subject (a) The Borrower may, by notice to the provisions Administrative Agent (which shall promptly notify the Lenders) not more than 60 days and not less than 30 days prior to any two anniversaries of this Section 5the Closing Date (each such anniversary, Borrower shall have the option (the an “First Extension OptionAnniversary Date”), by irrevocable written notice (request that the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Initial Maturity Date, to Lenders extend the Maturity Date applicable to September 9, 2009 their Revolving Commitments for an additional one-year period from the Commitment Termination Date then in effect hereunder (the “First Extended Maturity Existing Commitment Termination Date”). In the event Borrower shall have exercised the First Extension Option. (b) Each such Lender, Borrower shall have the option (the “Second Extension Option”)acting in its sole discretion, shall, by irrevocable written notice (to the “Second Extension Notice”) delivered to Lender Borrower and the Administrative Agent given no later than thirty the date (30) days prior to the First Extended Maturity Dateherein, to extend the First Extended Maturity Date to September 9, 2010 (the “Second Extended Maturity Consent Date”). In ) that is 20 days after the event Borrower shall have exercised date of the Second Extension Optionextension request (or, Borrower shall have if such date is not a Business Day, the option (the “Third Extension Option”next succeeding Business Day), by irrevocable written notice (advise the “Third Extension Notice”) delivered Borrower and the Administrative Agent whether or not such Lender agrees to such extension; provided that each Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right that determines not to so extend the Maturity Commitment Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be subject deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than the date 25 days after the date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders that have agreed to extend their Commitment Termination Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 50% of the aggregate Revolving Commitments in effect immediately prior to the satisfaction applicable Anniversary Date, then, effective as of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity such Anniversary Date, the First Extended Maturity Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that, on the Consent Date, the conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Borrower and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day Lenders of each extension of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal Commitment Termination Date pursuant to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgmentthis Section 2.19.

Extension Option. Subject Provided Tenant is not in default of its obligations under this Lease, Tenant shall have two (2) options to extend the Term of the Lease for a period of five (5) consecutive years each as more particularly described below. Each extended term of the Lease is referred to herein as an “Extended Term” and collectively as the “Extended Terms.” The first Extended Term of the Lease shall commence November 15, 2015. The second Extended Term of the Lease shall commence on the day following the expiration of the first Extended Term referred to in the immediately preceding sentence. If Tenant timely exercises an option to extend pursuant to the provisions terms of this Section 5Paragraph 37.6, Borrower Tenant shall accept the Premises for such applicable Extended Term in its then “as is” condition and on the same terms and conditions as set forth in the Lease, as amended hereby, except that (i) Landlord shall have no obligation to construct or install any tenant improvements in the Premises for Tenant or provide any tenant improvement allowance, (ii) Tenant shall have no further right to extend the Term of the Lease beyond the two (2) Extended Terms set forth in this Paragraph 37.6, and (ii) the monthly Base Rent payable during the applicable Extended Term shall be an amount equal to ninety-five percent (95%) of the fair market rental value of the Premises (which may include adjustments to the monthly Base Rent during the applicable Extended Term based on cost of living or other rental adjustments), but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration in determining the fair market rental value of the Premises. The options to extend stated herein are personal to Symyx Technologies, Inc. (and to any transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended) and will not survive any assignment or sublet of the Lease (except an assignment or sublease to a transferee pursuant to a Permitted Transfer as defined in Paragraph 21.3, as amended). Tenant shall give Landlord written notice of its intent to exercise the applicable extension option at least one hundred eighty (180) days but not more than two hundred seventy (270) days prior to the “First date the Lease would expire but for the exercise of the applicable Extension Option”), by irrevocable written notice (. Tenant may not exercise the “First Extension Notice”) delivered to Lender no later than extension option for the second Extended Term unless it has timely exercised the extension option for the first Extended Term. Within thirty (30) days prior after Tenant exercises its applicable extension option pursuant to the Initial Maturity Dateterms above, Landlord will provide Tenant with its determination of the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises, as reasonably determined by Landlord), but in no event shall such determination with respect to extend the Maturity Date first Extended Term be less than $2.00 per square foot per month and in no event shall such determination with respect to September 9the second Extended Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, 2009 (the “First Extended Maturity Date”if applicable). In the event Borrower Tenant 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 notification by Landlord of the Base Rent to accept Landlord’s Base Rent determination. The parties are obligated to negotiate in good faith to agree on the monthly fair market rental for the Premises for the applicable Extended Term. If the parties have not mutually agreed on the Base Rent for the applicable Extended Term (based on 95% of the monthly fair market rental value of the Premises [which may include adjustments to the First monthly Base Rent during the applicable Extended Maturity DateTerm based on cost of living or other rental adjustments], but in no event less than $2.00 per square foot per month for the first Extended Term and no less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to extend any abatement of monthly Base Rent during such last month of the First first Extended Maturity Date to September 9Term, 2010 (if applicable) for the “Second 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”Term) delivered to Lender no later than within thirty (30) days prior from notification by Landlord to Tenant of Landlord’s rental determination, each party hereto shall appoint one representative who shall be a licensed real estate broker with a minimum of ten (10) years experience in leasing industrial space in Sunnyvale, California, to determine the fair market rental for the Premises during the applicable Extended Term. The two (2) representatives so appointed shall determine the monthly fair rental value for the applicable Extended Term considering the use to which Tenant is then utilizing the Premises pursuant to the Second Extended Maturity Dateterms and conditions of this Lease. The parties hereto agree that the existence of any “wet” laboratory tenant improvements installed in the Premises and paid for solely by Tenant shall not be taken into consideration by the aforementioned real estate brokers (or the third real estate broker referred to in the immediately following paragraph, if applicable) in determining the fair market rental value of the Premises. The determination of said fair market rental value shall be made by said two (2) representatives within sixty (60) days from notification by Landlord to Tenant of Landlord’s rental determination and they shall submit said determination in writing to Landlord and Tenant. If the two (2) representatives of the parties hereto cannot agree on the fair market rental value for the Premises herein, said two (2) representatives shall choose a third licensed real estate broker with a minimum of ten (10) years experience in the leasing of industrial space in Sunnyvale, California, to extend act as an arbitrator. If the Second two representatives cannot or do not agree on a third representative, either party may have the third representative chosen by the American Arbitration Association or by a judge of the Santa ▇▇▇▇▇ County Superior Court. The fair market rental value for the applicable Extended Maturity Date Term shall be independently determined by the arbitrator, which said determination shall be made within ninety (90) days from notification by Landlord to September 9Tenant of Landlord’s rental determination. The role of the arbitrator shall then be to immediately select from the fair market rent proposals of the representatives the one that most closely approximates the arbitrator’s determination of fair market rental value. The arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two fair market rent proposals. The proposal the arbitrator chooses as most closely approximating his determination of the fair market rental value of the Premises for the applicable Extended Term shall constitute the final determination of the fair market rental value of the Premises for the applicable Extended Term, 2011 shall be final and binding upon the parties and the Base Rent for such applicable Extended Term shall be equal to ninety-five percent of such fair market rental determination but in no event shall such monthly Base Rent payable during the first Extended Term be less than Two Dollars ($2.00) per rentable square foot of the “Third Premises (NNN) and in no event shall such monthly Base Rent payable by Tenant during the second Extended Maturity Date”Term be less than the monthly Base Rent payable by Tenant for the last month of the first Extended Term (without regard to any abatement of monthly Base Rent during such last month of the first Extended Term, if applicable). Borrower’s right to so extend Each party shall pay the Maturity Date charges of the representative appointed by such party. The charges and expenses of the arbitrator, as provided herein, shall be subject to paid by the satisfaction of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate parties hereto in equal to the Maximum Pay Rate 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 on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement and the related Acknowledgmentshares.”

Extension Option. Subject On the Option Date, the Borrower, with the prior written consent of the SuperMajority Lenders and so long as there exists no Default or Event of Default, may elect to extend the provisions maturity of this Section 5, Borrower shall have the option (Working Line Loan for an additional 364 day period until the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Final Maturity. Such election must be made no later sooner than thirty (30) 60 days prior to the Initial Maturity Date, to extend the Maturity Option Date to September 9, 2009 (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 and no later than thirty (30) 3 days prior to the First Extended Maturity Date, Option Date by written notice in accordance with the terms of Section 11.02 hereof to each Lender of its request to extend the First Extended Maturity Date to September 9final maturity of the Working Line Loan. Each Lender shall, 2010 (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 10 Business Days after receipt of such notice, give written notice to the Second Extended Maturity Borrower and the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be deemed to have approved such extension; but, upon the Option Date, to extend the Second Extended Maturity Date to September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date its Working Line Specified Percentage shall be zero and such Lender shall not be participating in the Working Line Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Lenders having Working Line Specified Percentages totaling 100%, then, if SuperMajority Lenders have consented to such extension (i) only those consenting Lenders will have Working Line Specified Percentages in excess of zero, (ii) subject to the satisfaction terms of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension NoticeSection 2.18 hereof, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower Working Line Commitment shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have be reduced by a strike rate dollar amount equal to the Maximum Pay Rate and shall be effective for product of the period commencing non-consenting Lenders' Working Line Specified Percentages times the Working Line Commitment in effect on the day immediately following before the then applicable Maturity Date Option Date, (prior to giving effect iii) subject to the applicable Extension Optionterms of Section 2.18 hereof, the Administrative Agent will notify each Lender of its reallocated Working Line Specified Percentage, the new Working Line Commitment and the reallocated Total Specified Percentage, (iv) the Borrower will pay all Consequential Costs incurred as a result of any such reallocation of Working Line Specified Percentages, (v) subject to the terms of Section 2.18 hereof, the Borrower shall repay in full all portions of the Obligations representing such non-consenting Lenders' Working Line Specified Percentages of all outstanding Working Line Advances to such non- consenting Lenders, (vi) the Borrower shall execute and ending deliver new promissory notes to each extending Lender in the form required by the Administrative Agent and (vii) subject to satisfaction of each of the foregoing requirements, the Working Line Loan final maturity shall be automatically extended on the last day of the Interest Period in which the applicable extended Maturity Option Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement Final Maturity. If the Borrower receives the consent of Lenders having Working Line Specified Percentages totaling 100%, then the Working Line Loan final maturity shall be automatically extended on the Option Date to the Extension Final Maturity, and each Lender will retain its Working Line Specified Percentage and the related AcknowledgmentWorking Line Commitment shall remain the same.

Extension Option. Subject On the Option Date, the Borrower, with the prior written consent of the SuperMajority Lenders and so long as there exists no Default or Event of Default, may elect to extend the provisions maturity of this Section 5, Borrower shall have the option (Working Line Loan for an additional 364 day period until the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender Final Maturity. Such election must be made no later sooner than thirty (30) 60 days prior to the Initial Maturity Date, to extend the Maturity Option Date to September 9, 2009 (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 and no later than thirty (30) 30 days prior to the First Extended Maturity Date, Option Date by written notice in accordance with the terms of Section 11.02 hereof to each Lender of its request to extend the First Extended Maturity Date to September 9final maturity of the Working Line Loan. Each Lender shall, 2010 (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 10 Business Days after receipt of such notice, give written notice to the Second Extended Maturity Borrower and the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be deemed to have approved such extension; but, upon the Option Date, to extend the Second Extended Maturity Date to September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date its Working Line Specified Percentage shall be zero and such Lender shall not be participating in the Working Line Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Lenders having Working Line Specified Percentages totaling 100%, then, if SuperMajority Lenders have consented to such extension (i) only those consenting Lenders will have Working Line Specified Percentages in excess of zero, (ii) subject to the satisfaction terms of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension NoticeSection 2.18 hereof, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower Working Line Commitment shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have be reduced by a strike rate dollar amount equal to the Maximum Pay Rate and shall be effective for product of the period commencing non-consenting Lenders' Working Line Specified Percentages times the Working Line Commitment in effect on the day immediately following before the then applicable Maturity Date Option Date, (prior to giving effect iii) subject to the applicable Extension Optionterms of Section 2.18 hereof, the Administrative Agent will notify each Lender of its reallocated Working Line Specified Percentage, the new Working Line Commitment and the reallocated Total Specified Percentage, (iv) the Borrower will pay all Consequential Costs incurred as a result of any such reallocation of Working Line Specified Percentages, (v) subject to the terms of Section 2.18 hereof, the Borrower shall repay in full all portions of the Obligations representing such non-consenting Lenders' Working Line Specified Percentages of all outstanding Working Line Advances to such non-consenting Lenders, (vi) the Borrower shall execute and ending deliver new promissory notes to each extending Lender in the form required by the Administrative Agent and (vii) subject to satisfaction of each of the foregoing requirements, the Working Line Loan final maturity shall be automatically extended on the last day of the Interest Period in which the applicable extended Maturity Option Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement Final Maturity. If the Borrower receives the consent of Lenders having Working Line Specified Percentages totaling 100%, then the Working Line Loan final maturity shall be automatically extended on the Option Date to the Extension Final Maturity, and each Lender will retain its Working Line Specified Percentage and the related AcknowledgmentWorking Line Commitment shall remain the same.

Extension Option. (a) Vodafone may by notice to the Facility Agent (the Extension Request) not more than 60 days and not less than 30 days before first anniversary of the date of this Agreement (the First Anniversary), request that the Final Maturity Date be extended for a further period of one year. (b) The Facility Agent must promptly notify the Lenders of an Extension Request. (c) Each Lender may, in its sole discretion, agree to an Extension Request. Subject to paragraph (g) below, each Lender that agrees to an Extension Request by 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) date falling 15 days prior to the Initial Maturity Date, to extend the Maturity Date to September 9, 2009 (the “First Extended Maturity Date”). In the event Borrower shall have exercised before the First Extension OptionAnniversary, Borrower shall have the option (the “Second Extension Option”)will, by irrevocable written notice (the “Second Extension Notice”) delivered to Lender no later than thirty (30) days prior to on the First Extended Maturity DateAnniversary, to extend its Commitments for a further period of one year, from the First Extended Maturity Date to September 9, 2010 (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 September 9, 2011 (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 Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended then current Final Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be effective for the period commencing on the day immediately following the then applicable Final Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Commitments of that Lender will be extended accordingly. (d) If any Lender fails to reply to an Extension Interest Rate Agreement Request on or before the date falling 15 days before the First Anniversary, it will be deemed to have refused that Extension Request and its Commitments will not be extended. (e) Subject to paragraph (g) below, each Extension Request is irrevocable. (f) If one or more (but not all) of the Lenders agree to an Extension Request, then by the date falling no later than ten days before the First Anniversary, the Facility Agent must notify Vodafone and the related AcknowledgmentLenders which have agreed to the extension, identifying in that notification which Lenders have not agreed to the Extension Request. (g) Vodafone may, on the basis that one or more of the Lenders have not agreed to the Extension Request and no later than the date falling 5 days before the First Anniversary, withdraw the request by notice to the Facility Agent which will promptly notify the Lenders.

Extension Option. (a) Subject to the provisions of conditions set forth in this Section 52, Borrower shall have three (3) options to extend the then Maturity Date. The first option shall extend the Maturity Date from the Initial Maturity Date (as hereinafter defined) to the First Extended Maturity Date (as hereinafter defined) (the “First Extension OptionTerm”), by irrevocable written notice . The second option shall extend the Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date (as hereinafter defined) (the “First Second Extension NoticeTerm”). The third option shall extend the Maturity Date from the Second Extended Maturity Date to the Third Extended Maturity Date (as hereinafter defined) (the “Third Extension Term”) delivered (each of said extension terms, an “Extension Term”). Each such Extension Term shall be granted subject to Lender the following terms and conditions: (b) Borrower’s option to extend the Maturity Date for each Extension Term shall be subject to the following conditions being satisfied by Borrower at its sole expense to the satisfaction of Administrative Agent, unless otherwise agreed by Administrative Agent and the Required Lenders in writing: (i) In case of the Second Extension Term, the Maturity Date shall have been extended from the Initial Maturity Date to the First Extended Maturity Date, and in the 61400371 case of the Third Extension Term, the Maturity Date shall have been extended from the First Extended Maturity Date to the Second Extended Maturity Date. (ii) At the time of the request there shall be no Event of Default, and at the time of the extension, there shall not exist any Default or Event of Default, and Borrower shall deliver to Administrative Agent, at the time of the request a written certificate stating that no Event of Default exists and at the date of extension, a written certificate stating that no Default or Event of Default exists. (iii) Not later than the then-Maturity Date, Borrower shall pay to Administrative Agent an extension fee in an amount equal to the product of (y) the outstanding principal amount of the Loan as of the then-Maturity Date and (z) one-fifteenth of one percent (0.15%). (iv) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent in connection with the proposed extension (pre- and post-closing), including reasonable attorneys’ fees actually incurred by Administrative Agent; all such costs and expenses incurred up to the time of Administrative Agent’s written agreement to the extension shall be due and payable prior to the then-Maturity Date (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a default under the Loan Documents. (v) As of any Determination Date occurring less than thirty (30) days prior to the Initial Maturity Datesuch extension, Borrower shall satisfy a Debt Service Coverage Ratio of at least 1.50 to extend the Maturity Date to September 9, 2009 (the “First Extended Maturity Date”)1.00. In the event Borrower shall have exercised the First Extension Optionthis Debt Service Coverage Ratio is not met, 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 may satisfy this Debt Service Coverage Ratio prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2010 (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”), extension date 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 September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction making a voluntary paydown of the following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicableLoan, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term committed amount of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be effective for reduced by the period commencing on the day immediately following the then applicable amount of such principal payment. For purposes of any Maturity Date (prior extension, “Determination Date” shall mean a date as of which Administrative Agent makes a determination regarding Borrower’s satisfaction or failure to giving effect to satisfy the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to the Extension Interest Rate Agreement Debt Service Coverage Ratio requirement as described herein and the related Acknowledgmentdefinition of Debt Service Coverage Ratio set forth in the Loan Agreement shall be adjusted by incorporating said definition of Determination Date.

Extension Option. 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 The Parent may request each Lender no later than thirty (30) days prior to the Initial Maturity Date, to extend the original Maturity Date as follows: (a) the Parent may, by delivering a written request to September 9, 2009 that effect (the “First Extended Extension Request) to the Facility Agent not earlier than 60 days and not later than 45 days before the first anniversary of the date of this Agreement, request an extension of the original Maturity Date by one year. (b) Without prejudice to paragraph (a) above, the Parent may, by delivering an Extension Request not earlier than 60 days and not later than 45 days before the second anniversary of the date of this Agreement, request the extension of the Maturity Date (which may or may not have already been extended by one year pursuant to paragraph (a) above) by either: (i) an additional period of one year; or (ii) in respect of the Lenders who had not previously agreed to the extension of the Maturity Date pursuant to paragraph (a) above only, by an additional period of two years from the original Maturity Date”). In . (c) The Facility Agent must promptly notify the event Borrower shall have exercised Lenders of the First receipt of an Extension Option, Borrower shall have Request. (d) Each Lender (in its absolute discretion and having undertaken a full credit review of the option Borrowers) is free to decide whether or not to agree to each Extension Request under (the “Second Extension Option”), by irrevocable written notice a) or (the “Second Extension Notice”b) delivered to Lender no later than thirty (30) days prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to September 9, 2010 (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 September 9, 2011 (the “Third Extended Maturity Date”). Borrower’s right to so extend above and the Maturity Date shall be subject extended in respect only of those Lenders which have so agreed. (e) Each Lender that agrees to an Extension Request by written notice to the satisfaction Facility Agent by the date falling 21 days before the anniversary of the following conditions precedent prior date of this Agreement to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on which the Extension Request relates (Aa Consenting Lender) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be effective will extend its Commitments for the period commencing on so requested of it and the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) Business Days thereafter) a Counterparty Opinion with respect to that Consenting Lender will be extended accordingly. (f) If a Lender fails to reply to the Facility Agent with respect to an Extension Request on or before the date falling 21 days before the anniversary of the date of this Agreement to which it relates, it will be deemed to have refused the Extension Interest Rate Agreement and the related AcknowledgmentRequest. (g) Any Extension Request under this Clause 2.11 is irrevocable.