Common use of Second Extension Option Clause in Contracts

Second Extension Option. At the written request of Borrower made at least sixty (60) but not more than one hundred twenty (120) days prior to the First Extended Date, the Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) provided that the following conditions are satisfied: (i) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Service Coverage Ratio is not less than 1.60:1.00; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor; (viii) If requested by Lender, Lender shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policy; and (ix) Lender has received all deposits required under Section 3.12(d) below, if any.

Second Extension Option. At the written request of Borrower made at least sixty thirty (6030) but not more than one hundred twenty (120) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the one-year first anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) , provided that the following conditions are satisfied: (i) Borrower The Maturity Date has demonstrated previously been extended to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, Date pursuant to the Combined Debt Service Coverage Ratio is not less than 1.60:1.00provisions of Section 3.13(a) hereof; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal timely obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%)50% and that the Debt Service Coverage Ratio is not less than 1.40:1.0; (iviii) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.250.125% of the outstanding principal balance of the Loan; (viv) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (viv) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date;; and (viivi) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor; (viii) If requested by Lender, Lender Guarantor and Borrower shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policy; and (ix) Lender has received paid all deposits required under of Lender’s costs and expenses in connection with such extension in accordance with Section 3.12(d) below, if any10.03.

Second Extension Option. At the written request notice of Borrower made at least sixty the Borrowers delivered to the Administrative Agent not less than forty-five (6045) but days and not more than one hundred twenty ninety (12090) days prior to in advance of the First Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) provided that the following conditions are satisfied: (i) Borrower The Term Maturity Date has demonstrated previously been extended to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, Date pursuant to the Combined Debt Service Coverage Ratio is not less than 1.60:1.00provisions of Section 2.5(a) hereof; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty (x) is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder; (viiiii) Lender has received reasonably satisfactory documentation evidencing As of the extension executed by date the Borrower Borrowers deliver notice of their intent to exercise an Extension Option, and consented to by the GuarantorFirst Extended Maturity Date, no Event of Default shall have occurred and be continuing and the Borrowers shall so certify in writing; (viiiiv) If requested by LenderAs of the date the Borrowers deliver notice of their intent to exercise an Extension Option, Lender shall and as of the First Extension Maturity Date, Borrowers have received demonstrated to the satisfaction of the Administrative Agent, that the Debt Yield for the Mall is greater than or equal to ten and a CLTA 110.5 half percent (or equivalent) endorsement to each Title Policy10.5%); and (ixv) Lender has received all deposits required under Section 3.12(dOn or prior to the first day of the second extension period, Borrowers shall pay to Agent for the ratable benefit of the then-current Lenders a fee equal to twelve and a half hundredths of one percent (0.125%) below, if anyof the then-current outstanding Term Loans.

Second Extension Option. At In the event Borrower has exercised its option described in Section 2.3(a) to Lender’s satisfaction, then Borrower shall have the right and option to extend the First Extended Maturity Date to a date ending upon the expiration of the Second Extension Period. Such Section Extension Option shall be granted to Borrower only if all of the following conditions have been simultaneously satisfied as of the commencement date of the Second Extension Period (unless an earlier date is specified hereinbelow) (1) Receipt by Lender of a written request of Borrower made at least sixty (60the "Second Extension Request") but given to Lender not more less than one hundred twenty forty-five (12045) days prior to the First Extended Date, the Original Maturity Date shall be extended but not more than ninety (90) days prior to the one-year anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) provided that the following conditions are satisfied: (i) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Service Coverage Ratio is not less than 1.60:1.00; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi2) All representations payment to Lender, in cash, of the Extension Fee with respect to said Second Extension Option; (3) no Event of Default shall have occurred and warranties made hereunder be then existing; (4) no Material Adverse Change shall have occurred; (5) receipt by Lender (at Borrower's sole cost and expense) in form and substance reasonably acceptable to Lender as of the date of the Second Extension Request of an appraisal evidencing an Appraised Value resulting in a Loan-to-Value Ratio less than or under equal to sixty percent (60%); (6) to the extent Lender shall have determined that any of the other Loan Documents shall be true and correct Reserves are then currently underfunded in all material respects as of the First Extended Maturity DateLender's reasonable discretion, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty then Borrower shall have been true and correct as of effectuated additional deposits into such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented Reserves to by the Guarantor; (viii) If requested by Lender, Lender shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policysatisfy such concern; and (ix7) Borrower shall have provided Lender has received all deposits required under Section 3.12(d) below, if anywith a then current Compliance Certificate including written evidence reasonably satisfactory to Lender that the Debt Service Coverage Ratio shall then equal or exceed 1.25.

Second Extension Option. At the written request of Borrower made at least sixty (60) days but not more than one hundred twenty (120) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the one-year anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) , provided that the following conditions are satisfied: (i) The Maturity Date has previously been extended to the First Extended Maturity Date pursuant to the provisions of Section 3.15(a) hereof; (ii) Administrative Agent shall have received evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent; (iii) Intentionally Omitted; (iv) Borrower has demonstrated to the reasonable satisfaction of Lender Administrative Agent that, as of the First Extended Maturity Date, the Combined Debt Service Coverage Ratio is not less than 1.60:1.001.20:1.00; (iiv) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%)Intentionally Omitted; (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (ivvi) On or before the First Extended Maturity Date, Lender Administrative Agent shall have received received, on behalf of the Lenders, an extension fee in an amount equal to 0.250.125% of the outstanding principal balance of the LoanAggregate Commitment; (vvii) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (viviii) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date;; and (viiix) Lender Administrative Agent has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor; (viii) If requested by Lender, Lender and Borrower shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policypaid all of Administrative Agent’s costs and expenses in connection with such extension in accordance with Section 11.03; and (ix) Lender has received all deposits required under Section 3.12(d) below, if any.

Second Extension Option. At Provided Borrower has exercised the written request of First Extension Option, Borrower made at least sixty (60) but not more than one hundred twenty (120) days prior shall have the right to extend the Maturity Date from the First Extended Date, the Maturity Date shall be extended to the one-year anniversary of the First Second Extended Maturity Date (the “Second Extended Maturity DateExtension Option”) provided that ), subject to Borrower’s satisfaction of the following conditions are satisfiedconditions: (i) Borrower has demonstrated shall give Lender written notice of Borrower’s request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the reasonable satisfaction First Extended Maturity Date; (ii) As of Lender thatthe date of such notice, and as of the First Extended Maturity Date, there shall exist no Default or Potential Default (provided that Borrower shall have an opportunity to cure such Potential Default prior to the Combined First Extended Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (iii) At Lender’s request, Borrower shall have caused to be issued to Lender, at Borrower’s sole cost and expense, appropriate endorsements to the UCC Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrower or Senior Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Lender in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Lender at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the First Extended Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage; (a) The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio is of not less than 1.60:1.00; 1.25:1.00 as of the First Extended Maturity Date and (iib) Borrower has demonstrated the Net Operating Income from the Property shall be sufficient to yield a “Debt Service Coverage Ratio” as defined in the reasonable satisfaction Senior Loan Agreement of Lender that, not less than 1.25:1.00 as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iiivii) Borrower has delivered shall have paid to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to twenty-five hundredths of one percent (0.25% %) of the outstanding principal balance Aggregate Commitment as of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor; (viii) If requested by Lenderan Interest Rate Cap Trigger Event has previously occurred, Lender Borrower shall have received a CLTA 110.5 (or equivalent) endorsement obtained an Interest Rate Cap Agreement reasonably acceptable to each Title PolicyLender; and (ix) Lender has received The maturity date under the Senior Loan shall have been extended to the Second Extended Maturity Date, and Senior Borrower shall have satisfied all deposits other conditions set forth in Section 2.6(b) of the Senior Loan Agreement to the exercise of the Second Extension Option (as such term is defined in the Senior Loan Agreement). Notwithstanding the foregoing and subject to the terms of Section 2.8(d), Borrower shall have the right to (i) repay principal outstanding under the Loan, or (ii) to affirmatively elect to cancel any undisbursed portion of the Aggregate Commitment, or (iii) any combination thereof, in such amount as may be required under to reduce the Aggregate Commitment, as applicable, pursuant to this Section 3.12(d2.6(b), to an amount such that Borrower is in compliance with subsections (v), and/or (vi) belowabove. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6(b) shall reduce the Aggregate Commitment dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this Section 2.6(b), if anythe terms and conditions of this Agreement and the other Loan Documents shall remain unmodified and in full force and effect.

Second Extension Option. At Provided Borrower has exercised the written request of First Extension Option, Borrower made at least sixty (60) but not more than one hundred twenty (120) days prior shall have the right to extend the Maturity Date from the First Extended Date, the Maturity Date shall be extended to the one-year anniversary of the First Second Extended Maturity Date (the “Second Extended Maturity DateExtension Option”) provided that ), subject to Borrower’s satisfaction of the following conditions are satisfiedconditions: (i) Borrower has demonstrated shall give Administrative Agent written notice of Borrower’s request for an extension of the Maturity Date not earlier than ninety (90) days, nor later than forty-five (45) days, prior to the reasonable satisfaction First Extended Maturity Date; (ii) As of Lender thatthe date of such notice, and as of the First Extended Maturity Date, there shall exist no Default or Potential Default (provided that Borrower shall have an opportunity to cure such Potential Default prior to the Combined First Extended Maturity Date to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (iii) At Administrative Agent’s request, Borrower shall have caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the First Extended Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage; (vi) The Net Operating Income from the Property shall be sufficient to yield a Debt Service Coverage Ratio is of not less than 1.60:1.001.25:1.00 as of the First Extended Maturity Date; (iivii) Borrower has demonstrated shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to fifteen hundredths of one percent (0.15%) of Aggregate Commitment as of the First Extended Maturity Date; and (viii) If the Mezzanine Loan is then outstanding, the term of the Mezzanine Loan shall be concurrently extended; provided, if all other conditions to the reasonable satisfaction exercise of Lender that, the Second Extension Option in this Section 2.6(b) have been satisfied as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) then Mezzanine Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of permitted to repay the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing Mezzanine Loan on the First Extended Maturity Date; . If so repaid, the foregoing condition in this clause (viii) shall be deemed waived by Administrative Agent. Notwithstanding the foregoing, Borrower shall have the right (i) to repay principal outstanding under the Loan, or (ii) to affirmatively elect to cancel any undisbursed portion of the Aggregate Commitment, or (iii) any combination thereof, in such amount as may be required to reduce the Aggregate Commitment, as applicable, pursuant to this Section 2.6(b), to an amount such that Borrower is in compliance with subsections (v) and (vi) All representations above. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6(b) shall reduce the Aggregate Commitment dollar for dollar and warranties made hereunder or under any sums repaid may not be reborrowed. Except as modified by this Section 2.6(b), the terms and conditions of this Agreement and the other Loan Documents shall be true remain unmodified and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation full force and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor; (viii) If requested by Lender, Lender shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policy; and (ix) Lender has received all deposits required under Section 3.12(d) below, if anyeffect.

Second Extension Option. At the written request notice of Borrower made at least sixty the Borrowers delivered to the Administrative Agent not less than forty-five (6045) but days and not more than one hundred twenty ninety (12090) days prior to in advance of the First Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the “”Second Extended Maturity Date”") provided that the following conditions are satisfied: (i) Borrower The Term Maturity Date has demonstrated previously been extended to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, Date pursuant to the Combined Debt Service Coverage Ratio is not less than 1.60:1.00provisions of Section 2.5(a) hereof; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty (x) is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date, (y) may not be correct due solely to the passage of time, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and does not arise out of the failure of Borrowers to perform their obligations hereunder; (viiiii) Lender has received reasonably satisfactory documentation evidencing As of the extension executed by date the Borrower Borrowers deliver notice of their intent to exercise an Extension Option, and consented to by the GuarantorFirst Extended Maturity Date, no Event of Default shall have occurred and be continuing and the Borrowers shall so certify in writing; (viiiiv) If requested by LenderAs of the date the Borrowers deliver notice of their intent to exercise an Extension Option, Lender shall and as of the First Extension Maturity Date, Borrowers have received demonstrated to the satisfaction of the Administrative Agent, that the Debt Yield for the Mall is greater than or equal to ten and a CLTA 110.5 half percent (or equivalent) endorsement to each Title Policy10.5%); and (ixv) Lender has received all deposits required under Section 3.12(dOn or prior to the first day of the second extension period, Borrowers shall pay to Agent for the ratable benefit of the then-current Lenders a fee equal to twelve and a half hundredths of one percent (0.125%) below, if anyof the then-current outstanding Term Loans.

Second Extension Option. At the written request of Borrower made at least sixty (60) but not more than one hundred twenty (120) days prior to the First Extended Date, the Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the “Second Extended Maturity Date”) provided that the following conditions are satisfied: (i) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Service Coverage Ratio is not less than 1.60:1.00; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed sixty-five percent (65%); (iv) On or before the First Extended Maturity Date, Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantor;; and (viii) If requested by Lender, Lender shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policy; and (ix) Lender has received all deposits required under Section 3.12(d) below, if any.

Second Extension Option. At In the event Borrower has exercised its option described in Section 2.3(a) to Lender’s satisfaction, then Borrower shall have the right and option to extend the First Extended Maturity Date to a date ending upon the expiration of the Second Extension Period (the “Second Extension Option”). Such Second Extension Option shall be granted to Borrower only if all of the following conditions have been simultaneously satisfied as of the commencement date of the Second Extension Period (unless an earlier date is specified hereinbelow) (1) Receipt by Lender of a written request of Borrower made at least sixty (60the "Second Extension Request") given to Lender not less than forty-five (45) days prior to the Original Maturity Date but not more than one hundred twenty ninety (12090) days prior to the First Extended Maturity Date; (2) payment to Lender, the Maturity Date shall be extended to the one-year anniversary in cash, of the First Extended Maturity Date (the “Extension Fee with respect to said Second Extended Maturity Date”) provided that the following conditions are satisfied:Extension Option; (i3) Borrower has demonstrated no Event of Default shall have occurred and be then existing; (4) no Material Adverse Change shall have occurred; LOAN AGREEMENT - Page 13 667404; Miami-Dade County – Florida (5) receipt by Lender (at Borrower's sole cost and expense) in form and substance reasonably acceptable to the reasonable satisfaction of Lender that, as of the First Extended Maturity Date, the Combined Debt Service Coverage Ratio is not less than 1.60:1.00; (ii) Borrower has demonstrated to the reasonable satisfaction of Lender that, as date of the First Extended Maturity Date, the Combined Debt Yield Ratio is not less than twelve percent (12%); (iii) Borrower has delivered to Lender evidence acceptable to Lender (which evidence shall be Second Extension Request of an appraisal evidencing an Appraised Value resulting in a new Appraisal obtained by Lender) that, as of the First Extended Maturity Date, the Combined Loan-to-Value Ratio does not exceed less than or equal to sixty-five percent (65%); (iv6) On or before to the First Extended Maturity Date, extent Lender shall have received an extension fee in an amount equal to 0.25% of the outstanding principal balance of the Loan; (v) No Default or Unmatured Default shall have occurred and be continuing on the First Extended Maturity Date; (vi) All representations and warranties made hereunder or under determined that any of the other Loan Documents shall be true and correct Reserves are then currently underfunded in all material respects as of the First Extended Maturity DateLender's reasonable discretion, except to the extent such representation and warranty is made as of a specified date, in which case such representation and warranty then Borrower shall have been true and correct as of effectuated additional deposits into such specified date; (vii) Lender has received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented Reserves to by the Guarantor; (viii) If requested by Lender, Lender shall have received a CLTA 110.5 (or equivalent) endorsement to each Title Policysatisfy such shortfall; and (ix7) Borrower shall have provided Lender has received all deposits required under Section 3.12(d) below, if anywith a then current Compliance Certificate including written evidence reasonably satisfactory to Lender that the Debt Service Coverage Ratio shall then equal or exceed 1.35.