Common use of FIRST OPTION TO EXTEND Clause in Contracts

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty (120) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the The option to extend the term of the Loan from the Scheduled Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity DateDate (“First Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, upon satisfaction of the Sponsor must satisfy each of the following conditions precedentprecedent in Lender’s sole discretion: (ai) Borrower Sponsor shall provide Lender with written notice Notice of Borrower’s its request to exercise Lender to approve the First Option to Extend not at least 60 days, but no more than one hundred twenty (120) days but not less than thirty (30) days 90 days, prior to the Original Scheduled Maturity Date; and, which Notice shall be supplemented by such additional information as Lender may reasonably require to determine, in its sole discretion, whether the conditions set forth in this Section 2.3.1 have been satisfied; (bii) As Sponsor shall pay prior to the Scheduled Maturity Date (a) the Extension Fee to Lender together with the Notice delivered pursuant to clause (i) above (provided, that if Sponsor elects to withdraw its Notice delivered pursuant to clause (i) above prior to Lender’s approval of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension; (iii) Sponsor shall provide to Lender all documents in connection with the requested extension as Lender shall require, in its sole discretion; (iv) no Potential Default or Event of Default shall have occurred and then be continuing under this Agreement, or any of the Loan Documents; (v) no Potential Affiliate Borrower Default or Affiliate Borrower Event of Default shall have occurred and be continuing, and no event continuing under Affiliate Borrower Credit Agreement or condition which, any of the Affiliate Borrower Loan Documents. (vi) Borrower shall be in compliance with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Sublimits; (vii) Each Affiliate Borrower shall so certify be in writingcompliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (cviii) Borrower The representations and warranties set forth in Section 7 shall execute or cause be true and correct as of the execution date of all documents reasonably required by Sponsor’s Notice to Lender to exercise requesting the extension and as of the effective date of the extension of the Scheduled Maturity Date. If, in its sole discretion, the Lender approves the First Option to Extend and Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined be redetermined by Lender in its sole discretiondiscretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the First Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.1 by executing a confirmation substantially in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed form attached hereto as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%)Schedule 2.3. If the Debt Yield is Lender does not at least 12.50%, at approve the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and entire Indebtedness shall be payable on the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effectScheduled Maturity Date.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as reasonably determined by Lender in its sole discretionLender, in the financial condition of Borrower Borrower, any Guarantor, or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, Indemnitor from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount of one-fifth of one percent (250.20%) basis points of the total commitment amount of the Loan amount (whether disbursed or undisbursed), as determined on the Original Maturity Date; and (f) The At Lender’s option, Lender shall have received a written appraisal dated within ninety (90) days of the Original Maturity Date and prepared in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the outstanding principal amount of the Loan as a percentage of the “as-is” value of the portion of the Property supports a Debt Yield and Improvements then remaining encumbered by the Deed of at least twelve Trust (after adjustment for senior liens and oneregular and special tax assessments) as of the Original Maturity Date does not exceed the Loan-half percent (12.50%). If the Debt Yield to-Value Percentage; provided, however, if such “as-is” value is not at least 12.50%, at adequate to meet the time of execution of such extensionrequired Loan-to-Value Percentage, then Borrower shall have the right to pay down the outstanding principal balance of the Loan at the time of such extension B-2/B-3 Sublimit such that said Loan-to-Value Percentage may be met. Any amounts repaid may not be reborrowed; and (g) At Lender’s option, Lender shall have received a written appraisal dated within ninety (90) days of the Original Maturity Date and prepared in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the commitment amount of the Loan as a percentage of the “as-stabilized” value of the portion of the Property and Improvements then remaining encumbered by the Deed of Trust (after adjustment for senior liens and regular and special tax assessments) as of the Original Maturity Date does not exceed the Loan-to-Value Percentage; provided, however, if such “as-stabilized” value is not adequate to meet the required Loan-to-Value Percentage, then Borrower shall have the right to pay down the outstanding principal balance of the B-2/B-3 Sublimit such that said Loan-to-Value Percentage may be met. Any amounts repaid may not be reborrowed; (h) The Debt Yield shall be not less than eleven percent (11%); provided, however, that Borrower shall have the right to repay a portion of the outstanding principal balance of the B-2/B-3 Sublimit in order to satisfy the foregoing condition. For purposes of calculating the Debt Yield is at least 12.50%Yield, the “Reference Date” shall be June 30, 2013; and (i) If Borrower has commenced construction of the Renovation Improvements, the sum of the undisbursed proceeds of the Loan, plus Borrower’s Funds on deposit in the Borrower’s Funds Account, plus any Borrower’s Retained Funds shall be sufficient to pay all costs to achieve Stabilization of the B-1 Building. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect; provided that, upon written notice to Borrower, Lender may, in its sole and absolute discretion, require Borrower to commence amortization of principal under the Loan on a monthly basis, with such payments of principal to be paid on each date on which payment of interest is due in an amount sufficient to repay in full the then commitment amount of the Loan assuming, for purposes of calculating such monthly amortization, (i) an amortization period of thirty (30) years, (ii) a rate of interest equal to five and one-half percent (5.5%), and (iii) equal monthly payments of principal and interest.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, Date upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide have provided Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty (120) days but in substantially the form of Exhibit I not less than thirty twenty (3020) days Business Days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, continuing and Borrower shall so certify in writing; and (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined by Lender in its sole reasonable discretion, in the consolidated financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, Consolidated Entities from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lenderhereof; and (ed) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount of one quarter of one percent (250.25%) basis points of the total outstanding principal amount of the Loan amount on the Original Maturity Date, after deduction of any repayments of principal of the Note made on the Original Maturity Date; and (fe) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance be in compliance with all of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms representations and conditions of covenants in this Agreement including but not limited to the Financial Covenants and the other Loan Documents as modified and approved by Borrower shall have delivered a fully executed Compliance Certificate to Lender shall remain unmodified and in full force and effectconfirming such compliance.

FIRST OPTION TO EXTEND. (a) Borrower shall have the option to extend the term of the Loan (the "FIRST OPTION TO EXTEND") from the Maturity Date (for purposes of this Section, “Original Maturity Date”), "ORIGINAL MATURITY DATE") to the First Extended Maturity Date, Date upon satisfaction of each of the following conditions precedent: (ai) Borrower shall provide Lender with written notice of Borrower’s 's request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and; (bii) As of the date of Borrower’s 's delivery of notice of request to exercise the First Option to ExtendExtend and as of the Original Maturity Date, no Event of Default shall have occurred and be continuing, continuing and no event or condition which, with the giving of notice or the passage of time or both, would constitute a an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing; and; (ciii) At least one hundred thousand twenty-four (100,024) square feet of net rentable area within the Premises shall be leased to, and occupied by, Qualified Tenants pursuant to Qualified Leases; (iv) The Premises shall have achieved and maintained a Debt Service Coverage Ratio of at least 1.20 to 1 for the ninety (90) consecutive day period ending on September 30, 2007; (v) Borrower shall execute have executed or cause caused the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver have delivered to Lender, at Borrower’s 's sole cost and expense, such title insurance endorsements reasonably required by Lender; and; (dvi) There shall have occurred no material adverse change, as determined by Lender in its sole and absolute discretion, in the financial condition of Borrower or Guarantor (or any Guarantor that could reasonably be expected other person or entity in any manner obligated to threaten the ability of Borrower or Guarantor to fulfill their obligations Lender under the Loan Document, Documents) from that which existed as of the later of: (A) on the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (evii) On or before the Original Maturity Date, Borrower shall pay have paid to Lender an extension fee in an amount equal to twenty five one-quarter of one percent (250.25%) basis points of the Loan amount on the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve and onethen-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at as of the time of such extension such that the Debt Yield is at least 12.50%. Original Maturity Date. (b) Except as modified by this the First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term ---------------------- of the Loan from the Maturity Date (for purposes of this Section, “"Original Maturity Date”), ") to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice As of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty (120) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and; (cb) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s 's sole cost and expense, such title insurance endorsements reasonably required by Lender; and; (dc) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower Borrower, any Guarantor, AmeriCredit Corp. or other person or entity in any Guarantor that could reasonably be expected manner obligated to threaten the ability of Borrower or Guarantor to fulfill their obligations Lender under the Loan Document, Documents from that which existed as of the later of: (A) on the Effective Date; ; (d) Borrower shall have provided Lender final certificate of occupancy together with such other governmental or (B) regulatory permits, licenses and approvals as are required or necessary for the date upon which use, occupancy, and operation of the financial condition of such party was first represented to Lender; andImprovements; (e) On or before the Original Maturity Date, Borrower shall pay provide Lender a Certificate of Completion or equivalent indicating that the Improvements are 100% completed in accordance with the Plans and Specifications approved by Lender pursuant to the Building Loan Agreement. Lender shall have received an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; andinspection report from its consultant confirming such completion; (f) The Property supports Lender shall have received a Debt Yield lien free Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and other endorsements amending the mechanic's and materialmen's lien coverage and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and if applicable, a Form T38 Endorsement pursuant to procedural Rule P-9b(3) to the Title Policy in form and content satisfactory to Lender; (g) Lender shall have received from Borrower a full and unconditional written release executed by any governmental authority, surety, or other person or entity to which Lender has issued a set aside letter or which beneficiary under any letter of at least twelve and one-half percent credit that Lender has issued with respect to or in connection with the Loan; (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then h) Borrower shall pay down the outstanding principal balance provide Lender with all lease agreements. All leases, except for intercompany leases, shall require Lender's approval; (i) Borrower shall provide evidence to Lender of updates to any other consultant's reports, including but not limited to environmental reports and receipt of an "as built" survey of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Property; Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, no monetary or other material Default shall have occurred and be continuing, and as of the Original Maturity Date, no Default or event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower and Operating Lessee shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, reasonable discretion to the Property or in the financial condition of Borrower Borrower, Operating Lessee, Guarantor or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, Indemnitor from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender, and Borrower shall certify to Lender in writing that, in Borrower’s reasonable judgment, no such material adverse change has occurred, it being agreed that in no event shall a Partial Release be deemed a material adverse change; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount set forth in Section 2.2(c); and (25f) basis points Borrower shall have entered into a new or extended Swap Agreement satisfying each of the Loan amount on conditions set forth in Section 2.14 and with a term expiring not earlier than the Original First Extended Maturity Date; and (fg) The Borrower shall have paid to Lender all reasonable costs and expenses associated with the exercise of the First Option to Extend; and (h) Lender shall have received an Appraisal ordered by Lender at Borrower’s expense with a valuation date within one hundred twenty (120) days of the Original Maturity Date and to the satisfaction of Lender that the commitment amount of the Loan (disbursed and undisbursed) as a percentage of the “as-is” fair market value of the Property supports a Debt Yield (after adjustment for senior liens and regular and special tax assessments) as of at least twelve and one-half the Original Maturity Date does not exceed sixty percent (12.5060.0%) (“First Extension Loan-to-Value Percentage”). If ; provided, however, in the Debt Yield event such fair market value is not at least 12.50%, at adequate to meet the time of execution of such extensionrequired First Extension Loan-to-Value Percentage, then Borrower shall have the right, on or prior to the Original Maturity Date, pay down the outstanding principal balance of the Loan at the time of such extension or cancel any undisbursed commitment or any combination thereof such that said First Extension Loan-to-Value Percentage may be met; and (i) As of the Debt Yield is at least 12.50%DSCR Non-Quarterly Test Date occurring October 31, 2017, the DSCR shall equal or exceed the applicable Extension DSCR Hurdle; provided, however, in the event such DSCR does not equal or exceed the applicable Extension DSCR Hurdle, Borrower shall have the right, on or prior to the Original Maturity Date, to pay to Lender a principal prepayment of the Loan in the amount of the applicable DSCR Shortfall. Any principal balance reduction of the Loan in connection with Borrower’s exercise of the First Option to Extend shall reduce Lender’s commitment by like amount and may not be reborrowed. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect, unmodified; provided, that from and after the Original Maturity Date, Borrower will be required to commence making amortization payments in accordance with Section 2.15 below.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the A-Note Original Maturity Date to July 31, 2015 (for purposes of this Section, “Original Maturity Date”), to the "A-Note First Extended Maturity Date"), upon satisfaction of each of the following conditions precedent: (ai) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option first option to Extend extend the A-Note not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the A-Note Original Maturity Date; and; (bii) As of the date of Borrower’s delivery of notice of request to exercise the First Option first option to Extendextend the A-Note, and as of the A-Note Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; (iii) As of the date of Borrower’s delivery of notice of request to exercise the first option to extend the A-Note, and as of the A-Note Original Maturity Date, the Properties (so long as they have not been sold as permitted by the Loan Documents) shall be one hundred (100%) percent leased (for purposes of this Article 1, such term shall require leases of all of the leasable space at the Properties which are in full force and effect) pursuant to the Existing Tenant Leases, as hereinafter defined, or pursuant to leases entered into after the Effective Date on market terms with Lender’s prior approval in accordance herewith; and (civ) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option first option to Extend extend the A-Note and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements as may be reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty at least forty-five (120) days but not less than thirty (3045) days prior to the Original Maturity Date; and; (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and; (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and; (d) There Guarantor shall have occurred no material adverse change, as determined by Lender confirmed that it remains in its sole discretion, compliance with the financial covenants in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; andGuaranty; (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount of one quarter of one percent (250.25%) basis points of the total commitment amount of the Loan amount (whether disbursed or undisbursed), as determined on the Original Maturity Date; and; (f) The Property supports At Lender’s option, Lender shall have received, at Borrower’s expense, a Debt Yield written appraisal dated within 90 days of at least twelve the Original Maturity Date and oneprepared in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the Loan-half to-Value Ratio (with “value” deemed to be the First Extension Appraised Value) does not exceed seventy-five percent (12.5075%). If ; provided, however, if the Debt Yield is not at least 12.50Loan-to-Value Ratio exceeds seventy-five percent (75%, at the time of execution of such extension), then Borrower shall may pay down the outstanding principal balance of the Loan in an amount sufficient to reduce the Loan-to-Value Ratio to an amount not greater than seventy-five percent (75%). Any amounts repaid may not be reborrowed; (g) As of the Original Maturity Date, the undisbursed commitment amount of the Loan, together with any Borrower’s Funds on deposit in the Borrower’s Funds Account, shall be sufficient, as determined by Lender in its discretion, to (i) pay, through completion, all costs of development, construction, marketing and sale or leasing of the Property and Improvements in accordance with the Loan Documents; (ii) pay all sums which may accrue under the Loan Documents prior to the First Extended Maturity Date; and (iii) enable Borrower to perform and satisfy all of the covenants to be performed by Borrower under the Loan Documents; provided, however, that if the sum of the undisbursed commitment amount of the Loan, together with any Borrower’s Funds on deposit in the Borrower’s Funds Account, is insufficient to satisfy the foregoing obligations, then Borrower may deposit additional funds into the Borrower’s Funds Account in order to satisfy such requirement. If Borrower deposits additional Borrower’s Funds in accordance with the foregoing, then prior to the disbursement of any proceeds of the Loan, Lender shall revise Exhibit C to reflect, by line item, the actual application by Borrower of amounts for such line item and the appropriate adjustment to the Disbursement Budget and Disbursement Plan called for as a result thereof, and such revised Exhibit C shall be deemed to replace the version of Exhibit C attached to the Loan Agreement immediately prior to such revision without the taking of any further action by Lender or Borrower; (h) Lender shall have received a Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and the other endorsements amending the mechanic’s lien and materialmen’s lien coverage and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and, if applicable, a Form T38 Endorsement pursuant to Procedural Rule P-9b(3) to the Title Policy in form and content satisfactory to Lender; and (i) The fraction, expressed as a percentage, calculated by dividing the Adjusted Net Operating Income of the Property and Improvements by the outstanding principal balance of the Loan, as of the Original Maturity Date, shall be at least eight percent (8.00%); provided, however, if such percentage is less than eight percent (8.00%), then Borrower may pay down the time outstanding principal balance of such extension such the Loan in an amount sufficient to satisfy the foregoing requirement. Notwithstanding the definition of Adjusted Net Operating Income, for purposes of determining compliance with this clause (i), Lender may elect, in its sole and absolute discretion, to include projected revenues and expenses relating to leases entered into by Borrower with third-party tenants that would not otherwise be included for purposes of calculating Adjusted Net Operating Income as a result of the fact that the Debt Yield is at least 12.50%tenants thereunder had not been paying rent for some or all of the period prior to the Reference Date. Any amounts repaid may not be reborrowed. Except as modified by this the First Option to Extend, the terms and conditions condition of this Agreement and the other Loan Documents Documents, as modified and approved by Lender Lender, shall remain unmodified and in full force and effect.”

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by LenderExtend; and (d) On the Original Maturity Date, the aggregate outstanding principal balance of the Loan, and all interest accrued thereon, must be no greater than 75% of the initial amount of the Loan; and (e) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Datedate hereof; or (B) the date upon which the financial condition of such party was first represented to Lender; and (ef) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount of Five Thousand and no/100ths Dollars (25) basis points of the Loan amount on the Original Maturity Date$5,000); and (fg) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%KBS REIT remains Effective as described in 3.1(d). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term Upon written request of the Loan from Borrower given to Lender not less than 30 days and not more than 60 days before the initial Maturity Date of the Construction Note, the Lender will extend the Maturity Date of the Construction Note to December 1, 2015 (for purposes “First Extended Maturity Date of this Section, “Original Maturity DateConstruction Note”), to provided that as of the First Extended initial Maturity DateDate of the Construction Note, upon satisfaction of each all of the following conditions precedentprecedent have been satisfied: (a) Borrower shall provide Lender with written notice No Event of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty (120) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, no Default shall have occurred and be continuing, and no other event or condition which, with upon the giving of notice or the passage of time time, or both, would constitute a Default become an Event of Default, shall have occurred and be continuing, and Borrower shall so certify in writing; andas of the date of the request for extension or as of the extension of the Maturity Date; (b) All Capital Contributions required to be made under Exhibit E of this Agreement; (c) Borrower shall execute or cause The Loans are In Balance, as determined by the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and; (d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; andCompletion has occurred; (e) On or before the Original Maturity Date, Borrower shall pay The Extension Fee and all other amounts due to Lender an extension fee equal shall have been paid by Borrower to twenty five (25) basis points of the Loan amount on the Original Maturity Date; andLender; (f) The Property supports a Debt Yield of at least twelve All representations and one-half percent (12.50%). If warranties made by the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of in this Agreement and the other Loan Documents shall be materially true and correct as modified if made on and approved as of the date of the extension of such Maturity Date; (g) There shall have been no Material Adverse Occurrence, as determined by Lender, in Lender’s sole discretion; (h) Borrower and Guarantor shall have executed and delivered to Lender an amendment to the Construction Note and such other documents as Lender may reasonably require in connection with such extension, all of which shall be in form and substance acceptable to Lender; (i) Borrower, at its sole cost and expense, shall have delivered to Lender an endorsement to (or reissuance of) the existing Title Policy, bringing current the effective date of the coverage, stating that the coverage afforded by the Title Policy shall not be affected because of the extension and insuring that there have been no additional liens or other additional exceptions to title against the Project from and after the date hereof, unless consented to in writing by Lender; and (j) Borrower shall have provided to Lender projections, operating statements, current leasing reports and rent rolls as required by Lender, demonstrating that the Conditions to Conversion can be reasonably achieved prior to the First Extended Maturity Date of the Construction Note (as determined by Lender, in its sole discretion; (k) Borrower shall have delivered to Lender such amendments to the Loan Documents as Lender may reasonably require to reflect such extension of such Maturity Date; and (l) Borrower shall have delivered to Lender all other documents, instruments, agreements, certificates and opinions of counsel reasonably required by Lender shall remain unmodified and in full force and effectconnection with such extension.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, no monetary or other material Default shall have occurred and be continuing, and as of the Original Maturity Date, no Default or event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower and Operating Lessee shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, reasonable discretion to the Property or in the financial condition of Borrower Borrower, Operating Lessee, Guarantor or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, Indemnitor from that which existed as of the later of: (Ai) the Effective Date; or , and (Bii) the date upon which the financial condition of such party was first represented to Lender, and Borrower shall certify to Lender in writing that, in Borrower’s reasonable judgment, no such material adverse change has occurred; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount set forth in Section 2.2(c); and (25f) basis points Borrower shall have entered into a new or extended Swap Agreement satisfying each of the Loan amount on conditions set forth in Section 2.14 and with a term expiring not earlier than the Original First Extended Maturity Date; and (fg) The Borrower shall have paid to Lender all reasonable costs and expenses associated with the exercise of the First Option to Extend; and (h) Lender shall have received an Appraisal ordered by Lender at Borrower’s expense with a valuation date within one hundred twenty (120) days of the Original Maturity Date and confirming to the satisfaction of Lender that the outstanding principal amount of the Loan as a percentage of the “as-is” fair market value of the Property supports a Debt Yield (after adjustment for senior liens and regular and special tax assessments) as of at least twelve and onethe Original Maturity Date does not exceed fifty-half five percent (12.5055.0%) (“First Extension Loan-to-Value Percentage”). If ; provided, however, in the Debt Yield event such fair market value is not at least 12.50%, at adequate to meet the time of execution of such extensionrequired First Extension Loan-to-Value Percentage, then Borrower shall have the right, on or prior to the Original Maturity Date, to pay down the outstanding principal balance of the Loan at the time of such extension such that said First Extension Loan-to-Value Percentage may be met; and (i) As of the Debt Yield is at least 12.50%DSCR Non-Quarterly Test Date occurring October 31, 2018, the DSCR shall equal or exceed the Extension DSCR Hurdle; provided, however, in the event such DSCR does not equal or exceed the Extension DSCR Hurdle, Borrower shall have the right, on or prior to the Original Maturity Date, to pay to Lender a principal prepayment of the Loan in the amount of the applicable DSCR Shortfall. Any principal balance reduction of the Loan in connection with Borrower’s exercise of the First Option to Extend shall reduce Lender’s commitment by like amount and may not be reborrowed. Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect, unmodified; provided, that from and after the Original Maturity Date, Borrower will be required to make amortization payments in accordance with Section 2.15 below. Any undisbursed commitment amount of the Loan shall be permanently cancelled on the Original Maturity Date.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent:Termination (a) Borrower shall provide Lender Bondowner Representative with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity initial Termination Date; and; (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the initial Termination Date, no Default shall have occurred and be continuingoccurred, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and; (c) Borrower shall pay to Bondowner Representative a construction loan extension fee of equal to one eighth of one percent (0.125%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined by Bondowner Representative on the initial Termination Date. (d) Borrower shall extend the “Closing Date” under the Fixed Rate Commitment to a date not earlier than the First Extended Termination Date and shall execute any acknowledgement, agreement or other documentation of such extension that Bondowner Representative requires in connection with such extension. (e) Borrower shall execute or cause the execution of all documents reasonably required by Lender Bondowner Representative to exercise the First Option to Extend and shall deliver to LenderBondowner Representative, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; andBondowner Representative; (df) There shall have occurred no material adverse change, as determined by Lender Bondowner Representative in its sole discretion, in the financial condition of Borrower Borrower, General Partner, any Guarantor or any Guarantor that could reasonably be expected to threaten the ability limited partner of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (Ai) the Effective Date; or (Bii) the date upon which the financial condition of such party was first represented to Lender; andBondowner Representative; (ei) On or before the Original Maturity Date, Borrower shall pay represent and warrant to Lender an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve Issuer and one-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such Bondowner Representative in writing that the Debt Yield is at least 12.50%. Except as modified by this First Option to Extend, the terms and conditions of this Development Agreement and the other Loan Partnership Documents as modified and approved by Lender shall remain unmodified and are in full force and effect., and there is no event or condition which, with the giving of notice or the 18- (Xxxxxxx Terrace) DWT 27809087v3 0088288-000046 passage of time or both, would constitute a material default by any party to any such document which could have a material adverse effect upon the Property, the Improvements, the LIHTCs relating thereto, or the repayment of the Loan; and (ii) any outside date set forth in any Partnership Document for the repayment of the Loan and the stabilization of the Project shall be (or shall be extended) to a date no earlier than the First Extended Termination Date; (i) Borrower shall represent and warrant to Issuer and Bondowner Representative in writing that the Subordinate Loans have been fully disbursed, and the Subordinate Loan Documents and the AHAP are in full force and effect, and there is no event or condition with, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document which would have a material adverse effect upon the Property, the Improvements, or the repayment of the Loan; and (ii) any outside date set forth in any Subordinate Loan Document for the repayment of the Loan and the stabilization of the Project shall be (or shall be extended) to a date no earlier than the First Extended Termination Date; (i) Borrower shall provide Bondowner Representative with written evidence that the Investor Limited Partner has made its Initial Capital Contribution ///[and the Second Capital Contribution]/// and the Investor Limited Partner’s commitment to make the remaining Capital Contributions is in full force and effect; (j) The construction of the Project shall be one hundred percent (100%) complete and lien free, as evidenced by Bondowner Representative’s receipt of a mechanic’s lien-free endorsement to the Title Policy and by Bondowner Representative’s receipt of a copy of a recorded notice of completion for the community building and a certificate of occupancy and building permit sign-off for the residential buildings; (k) The balance of proceeds of the Loan allocated in the Financial Requirements Analysis to interest reserve, or the balance in Borrower’s Funds Account as of the initial Termination Date, shall be sufficient to pay interest on the Loan until the First Extended Termination Date or Borrower shall have deposited with Bondowner Representative as Borrower’s Funds, an amount sufficient to pay any shortfall in the interest to accrue and be owning on the Loan through the First Extended Termination Maturity Date; (I) Borrower shall provide evidence satisfactory to Bondowner Representative of Borrower’s continued compliance with all TCAC achievement dates, including Borrower’s ability to meet the TCAC piaced-in-service date, if any; and

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Original Maturity Date (for purposes of this Section, “Original Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and (c) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; and (d) There Guarantor shall have occurred no material adverse change, as determined by Lender confirmed that it remains in its sole discretion, compliance with the financial covenants in the financial condition of Borrower or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to LenderGuaranty; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five in the amount of three eighths of one percent (25.375%) basis points of the Loan total commitment amount of the Loan, as determined on the Original Maturity Date; and (f) The At Lender’s option, Lender shall have received a written appraisal dated within 90 days of the Original Maturity Date and prepared in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the commitment amount of the Loan as a percentage of the as-is bulk value of the portion of the Property supports a Debt Yield then remaining encumbered by the Deed of at least twelve Trust (after adjustment for senior liens and oneregular and special tax assessments) as of the Original Maturity Date does not exceed the Loan-half percent (12.50%). If the Debt Yield to-Value Percentage; provided, however, if such as-is bulk value is not at least 12.50%, at adequate to meet the time of execution of such extensionrequired Loan-to-Value Percentage, then Borrower shall pay down the outstanding principal balance of the Loan at the time of such extension such that said Loan-to-Value Percentage may be met. Any amounts repaid may not be reborrowed; and (g) Borrower shall repay $2,500,000 of the Debt Yield outstanding principal amount of the Loan; provided, that (i) any amount repaid in accordance with clause (f) above and/or (ii) any Release Price paid pursuant to Section 2.9, shall be credited against such $2,500,000 payment. By way of example, if Borrower repays $1,000,000 in accordance with clause (f) above and pays $1,000,000 in Release Prices pursuant to Section 2.9, then Borrower shall be required to repay an additional $500,000 in accordance with this clause (g). Notwithstanding the foregoing, if the outstanding principal amount of the Loan is at least 12.50%less than $14,500,000 as of the Original Maturity Date, then Borrower shall not be required to make any payments in accordance with this clause (g). Any amounts repaid may not be reborrowed. Except as modified by this the First Option to Extend, the terms and conditions condition of this Agreement and the other Loan Documents Documents, as modified and approved by Lender Lender, shall remain unmodified and in full force and effect.”

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Mandatory Conversion Date (for the purposes of this Sectionsection, the “Original Maturity Mandatory Conversion Date”), ) to the First Extended Maturity Mandatory Conversion Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender Bondowner Representative with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Mandatory Conversion Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Mandatory Conversion Date, no Default shall have occurred and be continuingoccurred, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and. (c) Borrower shall pay to Bondowner Representative an extension fee of and No/100 Dollars ($ .00); (d) Borrower shall execute or cause the execution of all documents reasonably required by Lender Bondowner Representative to exercise the First Option to Extend and shall deliver to LenderBondowner Representative, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; andBondowner Representative; (de) There shall have occurred no material adverse change, as determined by Lender Bondowner Representative in its sole discretion, in the financial condition of Borrower Borrower, General Partner, or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (Ai) the Effective Date; or (Bii) the date upon which the financial condition of such party was first represented to Lender; andBondowner Representative; (ef) On Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Subordinate Loans and all Subordinate Loan Documents are in full force and effect and there is no event or before condition which, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document which could have a material adverse effect upon the Property, the Improvements, or the repayment of the Loan; or if there is any such event or condition, the same shall be fully disclosed to Bondowner Representative and Bondowner Representative shall have approved of the extension of the Original Maturity DateMandatory Conversion Date despite the same, such approval to be granted or withheld in Bondowner Representative’s sole discretion; (g) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Partnership Documents and the Investor Limited Partner’s obligations to make capital contributions thereunder are unamended and in full force and effect; (h) The rehabilitation of the Project shall be one hundred percent (100%) complete and lien free, as evidenced by Bondowner Representative’s receipt of a mechanic’s lien free endorsement to the Title Policy, an LP-10 rewrite title policy, a recorded notice of completion, a certificate of occupancy or temporary certificate of occupancy and any other licenses, consents or permits from Governmental Authorities that are necessary to permit lawful residential occupancy of all of the units in the Project and a true copy thereof delivered to Bondowner Representative; (i) If necessary, Borrower shall pay have extended to Lender an extension fee equal a date not earlier than thirty (30) days after the First Extended Mandatory Conversion Date the applicable expiration date of any commitment with respect to twenty five the earliest date on which Investor Limited Partner shall be permitted to withdraw from the Borrower under the Partnership Documents, and Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that such commitments are in full force and effect and no defaults have occurred thereunder; (25j) basis points Borrower shall have delivered to Bondowner Representative written evidence satisfactory to Bondowner Representative showing that (i) not less than ninety percent (90%) of the Units within the Project have been leased to third party residential tenants under residential leases complying with this Loan amount Agreement and the Bond Documents, and (ii) not less than ninety percent (90%) of the Units within the Project have been occupied by third party residential tenants under residential leases complying with this Loan Agreement and the Bond Documents; (k) The balance in the interest reserve as of the Mandatory Conversion Date, as may be supplemented by Borrower, shall be sufficient to pay interest on the Original Maturity Loan until the First Extended Mandatory Conversion Date; and (fl) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%). If the Debt Yield is not at least 12.50%, at the time of execution of such extension, then Borrower shall have delivered to Bondowner Representative evidence satisfactory to Bondowner Representative that the date of expiration of Permanent Lender’s commitment to fund the Permanent Loan shall be not less than thirty (30) days after the Original Mandatory Conversion Date. Upon extension of the Mandatory Conversion Date pursuant to this Section 3.6, the date upon which the required pay down the outstanding principal balance of the Note to reduce the Note to the Permanent Loan at Amount must occur shall be extended to the time date of such extension such that the Debt Yield is at least 12.50%First Extended Mandatory Conversion Date, and the maturity date of the Note shall be unaffected. Except as modified by the exercise of this First Option to Extend, the terms and conditions of this Loan Agreement and the other Loan Documents as modified and approved by Lender Bondowner Representative shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term of the Loan from the Maturity Mandatory Conversion Date (for the purposes of this Sectionsection, the “Original Maturity Mandatory Conversion Date”), ) to the First Extended Maturity Mandatory Conversion Date, upon satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender Bondowner Representative with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty ninety (12090) days but not less than thirty (30) days prior to the Original Maturity Mandatory Conversion Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Mandatory Conversion Date, no Default shall have occurred and be continuingoccurred, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and. (c) Borrower shall pay to Bondowner Representative an extension fee of equal to 0.125% of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined by Bondowner Representative on the First Extended Mandatory Conversion Date; (d) Borrower shall execute or cause the execution of all documents reasonably required by Lender Bondowner Representative to exercise the First Option to Extend and shall deliver to LenderBondowner Representative, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; andBondowner Representative; (de) There shall have occurred no material adverse change, as determined by Lender Bondowner Representative in its sole discretion, in the financial condition of Borrower Borrower, General Partner, or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (Ai) the Effective Date; or (Bii) the date upon which the financial condition of such party was first represented to LenderBondowner Representative; (f) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Subordinate Loans and all Subordinate Loan Documents are in full force and effect and there is no event or condition which, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document which could have a material adverse effect upon the Property, the Improvements, or the repayment of the Loan; or if there is any such event or condition, the same shall be fully disclosed to Bondowner Representative and Bondowner Representative shall have approved of the extension of the Original Mandatory Conversion Date despite the same, such approval to be granted or withheld in Bondowner Representative’s sole discretion; (g) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the HUD Documents and the AHAP Contract are in full force and effect and there is no event or condition which, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document; (h) Borrower shall have provided evidence satisfactory to Bondowner Representative of Borrower’s continued compliance with TCAC achievement dates, including Borrower’s ability to meet the TCAC placed-in-service date; (i) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that, as of the Original Mandatory Conversion Date, no default has occurred under any of the Partnership Documents and that the Partnership Documents and the Investor Limited Partner’s obligations to make capital contributions thereunder are unamended and in full force and effect; (j) The construction of the Project shall be one hundred percent (100%) complete and lien free, as evidenced by Bondowner Representative’s receipt of a mechanic’s lien free endorsement to the Title Policy, a recorded notice of completion, a certificate of occupancy and any other licenses, consents or permits from Governmental Authorities that are necessary to permit lawful residential occupancy of all of the units in the Project and a true copy thereof delivered to Bondowner Representative; (k) If necessary, Borrower shall have extended to a date not earlier than thirty (30) days after the First Extended Mandatory Conversion Date the applicable expiration date of any commitment with respect to the earliest date on which Investor Limited Partner shall be permitted to withdraw from the Borrower under the Partnership Documents, and Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that such commitments are in full force and effect and no defaults have occurred thereunder; (l) Borrower shall have delivered to Bondowner Representative written evidence satisfactory to Bondowner Representative showing that (i) not less than ninety-five percent (95%) of the Units within the Project have been leased to third party residential tenants under residential leases complying with this Loan Agreement and the Bond Documents, and (ii) not less than ninety-five percent (95%) of the Units within the Project have been occupied by third party residential tenants under residential leases complying with this Loan Agreement and the Bond Documents; (m) The balance in the interest reserve as of the Mandatory Conversion Date, as may be supplemented by Borrower, shall be sufficient to pay interest on the Loan until the First Extended Mandatory Conversion Date as determined by Bondowner Representative; and (ei) On or before CCRC’s commitment to purchase the Original Maturity Bonds in the Permanent Loan Amount as of the Conversion Date, pursuant to the terms of the Bond Purchase Agreement, shall remain in full force and effect, and (ii) Borrower shall pay have delivered evidence satisfactory to Lender an Bondowner Representative that the date of expiration of CCRC’s obligations under the Bond Purchase Agreement has been extended to a date that is not earlier than the First Extended Mandatory Conversion Date. ///[BANK AND CCRC TO SUPPLEMENT THIS CONDITION UPON FURTHER REVIEW]///. Upon extension fee equal to twenty five (25) basis points of the Loan amount on Mandatory Conversion Date to the Original Maturity Date; and (f) The Property supports a Debt Yield of at least twelve and one-half percent (12.50%). If First Extended Mandatory Conversion Date pursuant to this Section 3.6, the Debt Yield is not at least 12.50%, at date upon which the time of execution of such extension, then Borrower shall required pay down the outstanding principal balance of the Note to reduce the Note to the Permanent Loan at Amount must occur shall be extended to the time date of such extension such that the Debt Yield is at least 12.50%First Extended Mandatory Conversion Date, and the maturity date of the Note shall be unaffected. Except as modified by the exercise of this First Option to Extend, the terms and conditions of this Loan Agreement and the other Loan Documents as modified and approved by Lender Bondowner Representative shall remain unmodified and in full force and effect.

FIRST OPTION TO EXTEND. Borrower shall have the option to extend ("First Option to Extend") the term of the Loan from the Maturity Date (for purposes of this Section, “Original initial Maturity Date”), to the First Extended Maturity Date, upon satisfaction of each and every one of the following conditions precedent: (a) Borrower shall provide Lender Agent with written notice of Borrower’s 's request to exercise the First Option to Extend not more than one hundred twenty (120) days but in the not less than thirty (30) 30 days prior to the Original Initial Maturity Date and no more than 60 days to the Initial Maturity Date; and. (b) As of the date of Borrower’s 's delivery of notice of request to exercise the First Option to Extend, and as of the Initial Maturity Date, no Event of Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing; andwriting to the best of Borrower’s knowledge. (c) Substantial Completion shall have occurred and the hotel open and fully operational. (d) Borrower shall execute or cause the execution of all documents reasonably required by Lender Agent to exercise the First Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; andExtend. (de) There shall have occurred no material adverse changeMaterial Adverse Change, as determined by Lender in its sole discretionAgent, in the financial condition of Borrower Borrower, or any Guarantor that could reasonably be expected to threaten the ability of Borrower or Guarantor to fulfill their obligations under the Loan Document, from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of such party was first represented to Lender; and (e) On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee equal to twenty five (25) basis points of the Loan amount on the Original Maturity Date; andGuarantor. (f) The Property supports At Borrower's sole cost and expense, the issuance by the Title Company, and Agent's receipt, of any endorsements deemed necessary by Agent for attachment to the Title Insurance, insuring the priority and validity of the Security Instrument. (g) Agent has ordered an Appraisal (at Borrower’s expense) confirming to the satisfaction of Agent that the Loan amount as a Debt Yield percentage of at least twelve the fair market value of the Project (after adjustment for senior liens and oneregular and special tax assessments) as of the Initial Maturity Date does not exceed the First Extension Loan-half percent (12.50%). If to-Value Percentage; provided, however, in the Debt Yield event such fair market value is not at least 12.50%, at adequate to meet the time of execution of such extensionrequired First Extension Loan-to-Value Percentage, then Borrower shall have the right, at Borrower’s option, to pay down the outstanding principal balance of the Loan at the time such that said First Extension Loan-to-Value Percentage may be met. The valuation date of such extension such that appraisal shall be within 30 days of the Debt Yield is at least 12.50%Initial Maturity Date. Except as modified Any principal balance reduction shall reduce Agent's commitment by this a like amount. (h) As of the date of Borrower's delivery of notice of request to exercise the First Option to Extend, the terms and conditions Property shall achieve the First Extension Debt Yield; provided, however, in the event such Debt Yield is not adequate to meet the required First Extension Debt Yield, then Borrower shall have the right, at Borrower’s option, to pay down the outstanding principal balance of this Agreement and the other Loan Documents such L’Auberge de Sonoma - 76 - Building Loan Agreement/Disbursement Schedule that said First Extension Debt Yield may be met. Any principal balance reduction shall reduce Agent’s commitment by a like amount (i) On or before the Initial Maturity Date, Borrower shall pay to Agent an extension fee in the amount equal to 0.35% of the then current principal balance of the Loan as modified and approved by Lender shall remain unmodified and in full force and effectof the initial Maturity Date.