Common use of Second Option to Extend Clause in Contracts

Second Option to Extend. The option to extend the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: (i) Sponsor shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; (ii) Sponsor shall pay (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 Second 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 prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower shall be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend and the Original Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower shall have the option to further extend the First Extended Maturity Date term of the Loan to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, ninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied;; and (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower’s delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement continuing, and no event or any condition which, with the giving of notice or the Affiliate Borrower Loan Documents. (vi) passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall be so certify in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreementwriting; and (viiic) The representations Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the Second Option to Extend and warranties set forth 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 Section 7 shall be true and correct the financial condition of Borrower, any Guarantor, or any Indemnitor from that which existed as of the later of: (A) the Effective Date; or (B) the date upon which the financial condition of Sponsor’s Notice such party was first represented to Lender requesting the extension and as of the effective date of the extension of Lender; and (e) On or before the First Extended Maturity Date, Borrower shall pay to Lender an extension fee in the amount of one-fifth of one percent (0.20%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined on the First Extended Maturity Date; and (f) 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-1Building; and (g) 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. IfFor purposes of calculating the Debt Yield, the “Reference Date” shall be June 30, 2014. Except as modified by this Second 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 outstanding principal balance 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. Notwithstanding anything to the contrary, if Lender approves required Borrower to commence amortization payments in connection with the Second First Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche foregoing shall not be redetermined by applicable; provided, Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lendermay require Borrower to continue making amortization payments, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If amounts and on the Lender does not approve dates, required in connection with the Second First Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.

Second Option to Extend. The option Provided Tenant has extended the Lease for an additional ten (10) year period as set forth in Paragraph 44 above, Landlord hereby grants to extend the First Extended Maturity Date Tenant an Option to the Second Extended Maturity Date Extend (“"Second Option to Extend”") shall be approved this Lease for an additional term equal to nine (9) years and eleven (11) months reduced day for day by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: (i) Sponsor shall provide written Notice any Early Occupancy Period as provided in Paragraph 2C above, and (ii) the period between the date of its request execution of this Lease and the Lease Commencement Date (the "Build-Out Period") except to Lender the extent that legal counsel for Tenant delivers to approve the Second Option to Extend at least 60 days, but no more than 90 days, Landlord and Tenant prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; (ii) Sponsor shall pay (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 exercise of the Second 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 prior a legal opinion to the First Extended Maturity Date; (iii) Sponsor shall provide to Lender effect that all documents or some portion of such Build-Out Period is not includible for Proposition 13 reassessment purposes 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 calculation of the Loan Documents; overall maximum term of this Lease (v) no Potential Affiliate Borrower Default or Affiliate Borrower Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower shall which term was to be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be all events less than 35 years in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct duration as of the date of Sponsor’s Notice to Lender requesting the extension and as execution of this Lease), in which event such portion of the effective Build-Out Period which has been so determined not to be includible for Proposition 13 purposes shall not be deducted from such nine year and eleven month term (as so calculated, the "Second Extended Term") on the following terms and conditions; A. Tenant shall give Landlord written notice of Tenant's exercise of this Second Option to Extend not later than twelve months prior to the expiration date of the extension of the First Extended Maturity Date. IfTerm, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche which event this Lease shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence extended for the Second Extended Maturity Date Term on all of the terms and applicable Net Spread pursuant conditions of this Lease, except that the Basic Rent shall be adjusted as set forth below and this Paragraph 45 shall be of no further force and effect and deemed deleted thereby. In the event that Tenant fails to timely exercise Tenant's option as set forth herein in writing, Tenant shall have no further Option to Extend this Section 2.3.2 by executing a confirmation substantially Lease, and this Lease shall continue in full force and effect for the full remaining Lease Term, absent this Paragraph 45. B. The Second Extended Term's monthly Basic Rent shall be adjusted based on annual adjustments in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option CPI in an identical manner to Extend, the entire Indebtedness shall be payable on that provided in Paragraph 44 above with respect to the First Extended Maturity DateTerm, with the first adjustment during the Second Extended Term to be effective as of the date of commencement of the Second Extended Term. The initial "CPI" adjusted Basic Rent for the Second Extended Term shall be calculated by adding to the monthly Basic Rent during the last month of the First Extended Term an amount calculated by multiplying the monthly Basic Rent during the last month of the First Extended Term by the percent increase in the Index over the last year of the First Extended Term (to wit: the percent increase from Beginning Index for the calendar month which immediately preceded the date of commencement of the last year of the First Extended Term to the Adjustment Index for the calendar month which immediately preceded the date of commencement of the Second Extended Term). The Basic Rent for each succeeding one-year period will be determined by using the same formula applied to the prior year's adjusted monthly Basic Rent. Assuming the Initial Term commences on November 1, 1999, the Second Extended Term would commence on November 1, 2024 and such CPI adjustments would be determined with respect to the following annual periods: from October 2023 to October 2024; from October 2024 to October 2025; from October 2025 to October 2026; from October 2026 to October 2027; from October 2027 to October 2028; from October 2028 to October 2029; from October 2029 to October 2030; from October 2030 to October 2031; from October 2031 to October 2032 and from October 2032 to October 2033 provided, however, that (i) in no event shall the monthly Basic Rent for any one (1) year period of the Second Extended Term, after adjustment, be less than the monthly Basic Rent in effect at the expiration of the prior one (1) year period, and (ii) in the event the CPI declines in one year from the immediately preceding year CPI and then escalates the following year, the following year's CPI increase shall be the net increase over the prior two year period (or such longer period if the CPI had fallen below its prior level for a period of two years or more). Subject to the terms stated herein, the monthly Basic Rent shall be subject to a CPI adjustment on the following dates (assuming the Initial Term commences on November 1, 1999): 11/01/24, 11/01/25, 11/01/26, 11/01/27, 11/01/28, 11/01/29, 11/01/30, 11/01/31, 11/01/32 and 11/01/33. The respective obligations of Landlord and Tenant as to notice of and payment of any CPI adjustments to Basic Rent shall be as provided in Paragraph 44 above as to the First Extended Term, and the provisions thereof relating to any change in the manner of calculation or publishing of the CPI shall similarly apply during the Second Extended Term.

Second Option to Extend. The Borrower shall have the option to extend the First Extended Maturity Mandatory Conversion Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionMandatory Conversion Date, the Sponsor must satisfy each upon satisfaction of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Bondowner Representative with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, ninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Mandatory Conversion Date, 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 2.3.2 have been satisfied;; and (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower’s delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Mandatory Conversion Date; (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 occurred, and then be continuing under this Agreementno event or condition which, with the giving of notice or any the passage of the Loan Documents; (v) no Potential Affiliate Borrower Default time or Affiliate Borrower both, would constitute a Default shall have occurred and be continuing under any Affiliate continuing, and Borrower Credit Agreement or any of the Affiliate Borrower Loan Documentsshall so certify in writing. (vic) Borrower shall be in compliance with the Sublimitspay to Bondowner Representative an extension fee of and No/100 Dollars ($ .00); (viid) Each Affiliate Borrower shall be in compliance with execute or cause the Sublimits as set forth in execution of all documents reasonably required by Bondowner Representative to exercise the Second Option to Extend and shall deliver to Bondowner Representative, at Borrower’s sole cost and expense, such Affiliate Borrower Credit Agreement; andtitle insurance endorsements reasonably required by Bondowner Representative; (viiie) The representations and warranties set forth There shall have occurred no material adverse change, as determined by Bondowner Representative in Section 7 shall be true and correct its sole discretion, in the financial condition of Borrower, General Partner, or any Guarantor from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of Sponsor’s Notice such party was first represented to Lender requesting Bondowner Representative; (f) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the extension Subordinate Loans and as 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 effective date 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 First Extended Maturity Date. IfMandatory Conversion Date despite the same, such approval to be granted or withheld in its Bondowner Representative’s sole discretion, ; (g) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Lender approves Partnership Documents and the Second Option Investor Limited Partner’s obligations to Extend, then make capital contributions thereunder are unamended and in full force and effect; (h) The rehabilitation of the Net Spread applicable for any Borrowing Advance Tranche Project shall be redetermined one hundred percent (100%) complete and lien free, as evidenced by Lender 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 its sole discretion in accordance with Section 4.2.3 hereof. Lenderthe Project and a true copy thereof delivered to Bondowner Representative; (i) If necessary, Borrower and Sponsor shall evidence have extended to a date not earlier than thirty (30) days after the Second Extended Maturity 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 applicable Net Spread 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; (j) 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 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 First Extended Mandatory Conversion Date, as may be supplemented by Borrower, shall be sufficient to pay interest on the Loan until the Second Extended Mandatory Conversion Date; and (l) 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 Second Extended Mandatory Conversion Date. Upon extension of the First Extended Mandatory Conversion Date pursuant to this Section 2.3.2 3.7, the date upon which the required pay down of the Note to reduce the Note to the Permanent Loan Amount must occur shall be extended to the date of the Second Extended Mandatory Conversion Date, and the maturity date of the Note shall be unaffected. Except as modified by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the exercise of this Second Option to Extend, the entire Indebtedness terms and conditions of this Loan Agreement and the other Loan Documents as modified and approved by Bondowner Representative shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.

Second Option to Extend. The If Borrower shall have exercised the First Extension Option in accordance with the terms and provisions of this Agreement, Borrower shall have the option ("Second Extension Option") to extend the First Extended Stated Maturity Date of the Loan for a period of six (6) months to March 7, 2018 (the "Second Extended Stated Maturity Date (“Second Option to Extend”Date") shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy each provided that all of the following conditions precedent have been satisfied, as determined by Lender, in Lender’s its sole and absolute discretion: (ia) Sponsor Borrower shall provide deliver to Lender a written Notice of its request to Lender to approve exercise the Second Extension Option to Extend (the "Second Extension Request") at least 60 thirty (30) days, but no not more than 90 sixty (60) days, before the First Stated Maturity Date. (b) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Second Extension Request to Lender, or on the First Stated Maturity Date. (c) Borrower shall have paid to Lender, in immediately available funds, an extension fee equal to $85,000. (d) During the extended term of the Loan, all terms and conditions of the Loan Documents shall continue to apply. (e) Not less than 15 days and not more than 45 days prior to the First Extended Stated Maturity Date, which Notice Borrower shall be supplemented have paid to Lender in immediately available funds for deposit into the Interest Reserve an amount estimated by such additional information as Lender may reasonably require to determineLender, in its sole discretion, whether to pay the conditions set forth Monthly Interest Payments due during the six (6) month extension period as determined by Lender, based on the outstanding principal balance of the Loan and Interest Rate in this effect thirty (30) days prior to the First Stated Maturity Date, the estimated funds remaining in the Interest Reserve on the First Stated Maturity Date, and Lender's estimate of the Net Operating Income estimated to be available for the payment of the Monthly Interest Payment during such six (6) month extension period. (f) Borrower shall have paid to Lender (from Borrower's funds) the applicable Extension Tax Deposit for deposit into the Tax Reserve in an amount to be determined by Lender pursuant to Section 2.3.2 3.1(1). (g) Lender shall have received and approved certificates of insurance evidencing that the insurance coverage required in Article 4.1 hereof has been obtained in compliance with the requirements of Article 4 hereof and that the premiums therefor have been satisfied;paid in full through the Second Extended Stated Maturity Date. (iih) Sponsor Lender shall pay have received the most recent financial statement of Guarantor required under the Guaranty and if requested by Lender copies of Guarantor's most recent bank statements and a Compliance Certificate executed by Guarantor, certifying that Guarantor's Tangible Net Worth equals or exceeds Five Million Dollars (a$5,000,000.00) the Extension Fee and Guarantor's Cash Liquidity Balances equal or exceed Five Hundred Thousand Dollars ($500,000.00). (i) Borrower shall have delivered to Lender Lender, together with the Notice delivered its notice pursuant to clause (ia) above (provided, that if Sponsor elects to withdraw its Notice delivered pursuant to clause (i) above prior to Lender’s approval of this Section 2.5 and as of the Second Option to ExtendFirst Stated Maturity Date, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all a Manager's Certificate in favor of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Date; (iii) Sponsor shall provide to Lender all documents in connection with the requested extension as Lender shall require, in its sole discretion; (iv) certifying that no Potential Default or Event of Default exists and that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Manager's Certificate; (j) Borrower shall have occurred provided Lender with such information as Lender may reasonably request to enable Lender to confirm Borrower's continued compliance with Article 9. (k) Borrower shall execute and then be continuing under this Agreementdeliver such other instruments, certificates, opinions of counsel and documentation as Lender shall reasonably request in order to preserve, confirm or secure the Liens and security granted to Lender by the Loan Documents, including any amendments, modifications or supplements to any of the Loan Documents; (v) no Potential Affiliate Borrower Default or Affiliate Borrower Default shall have occurred , endorsements to Lender's title insurance policy and, if required by Lender, estoppels and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documentsother certificates. (vil) Borrower shall be pay all costs and expenses incurred by Lender in compliance connection with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. IfLoan, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. including Lender, Borrower 's reasonable attorneys' fees and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Datedisbursements.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend set forth in Section 3.6 and the Mandatory Conversion Date shall have been extended to the First Extended Mandatory Conversion Date in accordance with the terms and provisions of this Agreement, Borrower shall have the option to extend the First Extended Maturity Mandatory Conversion Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionMandatory Conversion Date, the Sponsor must satisfy each upon satisfaction of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Bondowner Representative with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, ninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Mandatory Conversion Date, 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 2.3.2 have been satisfied;; and (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower’s delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Mandatory Conversion Date; (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 occurred, and then be continuing under this Agreementno event or condition which, with the giving of notice or any the passage of the Loan Documents; (v) no Potential Affiliate Borrower Default time or Affiliate Borrower both, would constitute a Default shall have occurred and be continuing under any Affiliate continuing, and Borrower Credit Agreement or any of the Affiliate Borrower Loan Documentsshall so certify in writing. (vic) Borrower shall be in compliance with pay to Bondowner Representative an extension fee of equal to 0.125% of the Sublimitstotal commitment amount of the Loan (whether disbursed or undisbursed), as determined by Bondowner Representative on the Second Extended Mandatory Conversion Date; (viid) Each Affiliate Borrower shall be in compliance with execute or cause the Sublimits as set forth in execution of all documents reasonably required by Bondowner Representative to exercise the Second Option to Extend and shall deliver to Bondowner Representative, at Borrower’s sole cost and expense, such Affiliate Borrower Credit Agreement; andtitle insurance endorsements reasonably required by Bondowner Representative; (viiie) The representations and warranties set forth There shall have occurred no material adverse change, as determined by Bondowner Representative in Section 7 shall be true and correct its sole discretion, in the financial condition of Borrower, General Partner, or any Guarantor from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of Sponsor’s Notice such party was first represented to Lender requesting Bondowner Representative; (f) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the extension Subordinate Loans and as 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 effective date 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 First Extended Maturity Date. IfMandatory Conversion Date despite the same, such approval to be granted or withheld in its 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 Lender approves giving of notice or the Second Option passage of time or both, would constitute a material default by any party to Extendany such document; (h) Borrower shall have provided evidence satisfactory to Bondowner Representative of Borrower’s continued compliance with TCAC achievement dates, then including Borrower’s ability to meet the Net Spread applicable for TCAC placed-in-service date; (i) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that, as of the First Extended Mandatory Conversion Date, no default has occurred under any Borrowing Advance Tranche 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 redetermined one hundred percent (100%) complete and lien free, as evidenced by Lender 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 its sole discretion in accordance with Section 4.2.3 hereof. Lenderthe Project and a true copy thereof delivered to Bondowner Representative; (k) If necessary, Borrower and Sponsor shall evidence have extended to a date not earlier than thirty (30) days after the Second Extended Maturity 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 applicable Net Spread 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 First Extended Mandatory Conversion Date, as may be supplemented by Borrower, shall be sufficient to pay interest on the Loan until the Second Extended Mandatory Conversion Date as determined by Bondowner Representative; and (i) CCRC’s commitment to purchase the 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 have delivered evidence satisfactory to 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 Second Extended Mandatory Conversion Date. ///[BANK AND CCRC TO SUPPLEMENT THIS CONDITION UPON FURTHER REVIEW]/// Upon extension of the First Extended Mandatory Conversion Date to the Second Extended Monthly Conversion Date pursuant to this Section 2.3.2 3.7, the date upon which the required pay down of the Note to reduce the Note to the Permanent Loan Amount must occur shall be extended to the date of the Second Extended Mandatory Conversion Date, and the maturity date of the Note shall be unaffected. Except as modified by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the exercise of this Second Option to Extend, the entire Indebtedness terms and conditions of this Loan Agreement and the other Loan Documents as modified and approved by Bondowner Representative shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.

Second Option to Extend. The Borrower shall have the option to extend the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension), the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretion: (i) Sponsor Borrower shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; (ii) Sponsor Borrower shall pay (a) the Extension Fee to Lender together with the Notice delivered pursuant to clause (i) above (provided, that if Sponsor Borrower elects to withdraw its Notice delivered pursuant to clause (i) above terminate the Second Extension Option prior to Lender’s approval of the Second Option to ExtendFirst Extended Maturity Date for any reason, then Lender shall reimburse Sponsor Borrower 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 on or prior to the First Extended Maturity Date; (iii) Sponsor Borrower shall provide to Lender all documents in connection with the requested extension as Lender shall require, in its sole reasonable discretion; (iv) no Potential Default or Event of Default shall have occurred and then be continuing under this Agreement, Agreement or any of the Loan Documents; (v) no Potential Affiliate Borrower Default or Affiliate Borrower Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower shall be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viiivi) The representations and warranties set forth in Section 7 shall be true and correct as of the date of SponsorBorrower’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves If Borrower elects to exercise the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Lender and Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender Borrower does not approve exercise the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.

Second Option to Extend. The On the condition that Tenant is not in default beyond applicable notice and cure periods in the performance of any of its covenants and obligations under this Lease at the time of option exercise, Tenant shall have the option ("Tenant's Second Extension Option") to extend the First Extended Maturity Date Term for an additional term of five (5) years (herein referred to as the "Second Additional Term"), the Second Extended Maturity Date (“Second Option Additional Term to Extend”) shall be approved by Lender in its sole discretioncommence immediately after the expiration of the First Additional Term. In order If Tenant desires to extend the Term for the Lender Second Additional Term, then Tenant shall give notice (the "Second Extension Notice") thereof to consider such extension, Landlord no later than the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: date that is eighteen (i18) Sponsor shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, months prior to the scheduled expiration of the First Extended Maturity DateAdditional Term. Upon the timely giving of the Second Extension Notice, which Notice the Term shall be supplemented by such additional information as Lender may reasonably require to determine, in its sole discretion, whether deemed extended upon all of the same terms and conditions set forth in this Section 2.3.2 have been satisfied; Lease for the First Additional Term, except that the annual Base Rent payable during the Second Additional Term (iithe "Second Additional Term Annual Base Rent") Sponsor shall pay be at the rate of ninety-five percent (a95%) of the Extension Fee to Lender together then current fair market annual rent for five (5) year leases of comparable premises in comparable buildings in the general vicinity of the Building, as determined in accordance with the Notice delivered pursuant following paragraph. The Second Additional Term Annual Base Rent shall be payable in equal monthly installments in advance on or before the first day of each calendar month during the Second Additional Term. Notwithstanding the fact that Tenant's exercise of Tenant's Second Extension Option shall be self-executing, as aforesaid, upon the request of either Landlord or Tenant, both Landlord and Tenant shall promptly execute and deliver an amendment to clause this Lease reflecting the Second Additional Term and the Second Additional Term Annual Base Rent after Tenant exercises Tenant's Second Extension Option. Upon Tenant's exercise of Tenant's Second Extension Option, the word "Term", wherever it appears in this Lease, shall include the Second Additional Term. Landlord shall give Tenant written notice (ithe "Second Additional Term Rental Notice") above (provided, that if Sponsor elects to withdraw its Notice delivered pursuant to clause (i) above prior to Lender’s approval of Landlord's good faith determination of the Second Additional Term Annual Base Rent on or before the date that is thirty (30) days after Landlord's receipt of the Second Extension Notice. If Tenant does not accept in writing Landlord's determination of Second Additional Term Annual Base Rent and if Landlord and Tenant cannot agree in writing on the Second Additional Term Annual Base Rent within thirty (30) days after Tenant's receipt of the Second Additional Term Rental Notice, Tenant may elect to rescind its exercise of Tenant's Second Extension Option by written notice within thirty (30) days after Tenant's receipt of the Second Additional Term Rental Notice. In the event that Tenant shall not elect to Extendso rescind, then Lender Landlord and Tenant shall, not later than sixty (60) days after Tenant's receipt of the Second Additional Term Rental Notice, each retain a real estate professional with at least ten (10) years' continuous experience in the business of appraising or marketing commercial real estate in the Andover, Massachusetts area. The two (2) real estate professionals referred to in the preceding sentence as well as the Final Professional referred to below in this paragraph shall reimburse Sponsor for each be instructed by Landlord and Tenant that, in reaching his or her conclusion as to the Extension Fee) and (b) Second Additional Term Annual Base Rent, he or she shall take into consideration all of Lender’s and Servicer’s reasonable costs and expenses (relevant factors, including, without limitation, Attorneys’ Fees current market terms and Costs) incurred leasing transactions and tenant concessions, including without limitation, the fact no tenant improvement allowance, free rent, moving expenses or other concessions will be payable to Tenant in connection with its leasing the requested extension prior to Premises for the First Extended Maturity Date; (iii) Sponsor Second Additional Term and he or she shall provide to Lender all documents take into consideration the amount of brokerage commissions, if any, payable by Landlord in connection with Tenant's leasing of the requested extension Premises for the Second Additional Term. The two (2) real estate professional referred to above in this paragraph shall, within thirty (30) days after his or her selection, prepare a written report summarizing his or her conclusion as Lender to the Second Additional Term Annual Base Rent. Landlord and Tenant shall requireexchange such reports; provided, however, that if one Party has not delivered to the other Party such a report within ninety (90) days after Tenant's receipt of the Second Additional Term Rental Notice, then the determination set forth in its sole discretion; the other Party's report shall be final and binding upon the Parties. If both Parties so deliver reports within such time and the lesser of the two (iv2) no Potential Default or Event determinations is within ten (10%) percent of Default the higher determination, then the average of these determinations shall have occurred be deemed to be the Second Additional Term Annual Base Rent. If these determinations differ by more than ten (10%) percent, then Landlord and Tenant shall mutually select a person with the qualifications stated above (the "Final Professional" ) to resolve the dispute as to the Second Additional Term Annual Base Rent. If Landlord and Tenant cannot agree upon the designation of the Final Professional within thirty (30) days after the exchange of the first valuation reports, then be continuing under this Agreementeither party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days after the selection of the Loan Documents; (v) no Potential Affiliate Borrower Default or Affiliate Borrower Default Final Professional, Landlord and Tenant shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any each submit to the Final Professional a copy of their respective real estate professional's determination of the Affiliate Borrower Loan Documents. Second Additional Term Annual Base Rent. The Final Professional shall not perform his or her own valuation but rather shall, within thirty (vi30) Borrower days after such submissions, select the submission which is closest to the determination of the Second Additional Term Annual Base Rent which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to Landlord and Tenant and such decision shall be final and binding upon Landlord and Tenant. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in compliance connection with any proceeding under this paragraph, and the Sublimits; losing party (viii.e., the party whose submission was not selected by the Final Professional) Each Affiliate Borrower shall be in compliance with pay the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations fees and warranties set forth in Section 7 shall be true and correct expenses of the Final Professional. Executed under seal as of the date Date of Sponsor’s Notice to Lender requesting the extension and as this Lease. LANDLORD: DIRECT INVEST-60 FRONTAGE, LLC, a Delaware limited liability company By: /s/ Robert Licht ------------------------------------ Print Name: Robert Licht ---------------------------- Print Title: Authorized Signatory --------------------------- TENANT: DYNAMICS RESEARCH CORPORATION, a Massachusetts corporation By: /s/ James P. Regan ------------------------------------ Print Name: James P. Regan ---------------------------- Print Title: President --------------------------- EXHIBIT A Legal Description of the effective date Land A certain parcel of land situated on Frontage Road in Andover, Essex County, Massachusetts, shown as "Remaining land 17.06 +/- Acres" on a plan entitled "Plan of Land in Andover, Massachusetts. Owner H.F.L. Realty Trust", dated March 26, 1981, revised July 28, 1981, and August 26, 1981, by Port Engineering Assoc., Inc., recorded with the extension Essex North District Registry of Deeds as Plan No. 8734, bounded and described, according to said plan, as follows: EASTERLY by Frontage Road, five hundred seventeen and 18/100 517.18) feet; SOUTHEASTERLY by land now or formerly of Raytheon Company, as shown on said plan, two hundred ninety-one and 60/100 (291.60) feet; SOUTHWESTERLY by Osgood Street, by five lines measuring, respectively, one hundred thirty and 14/100 (130.14) feet, one hundred ninety-eight and 83/100 (198.83) feet, one hundred eighty and 90/100 (180.90) feet, two hundred and 39/100 (200.39) feet, and eighty-two and 20/100 (82.20) feet; WESTERLY by Lot A, as shown on said plan, two hundred twenty-three and 98/100 (223.98) feet; NORTHERLY by the First Extended Maturity Date. Ifsame, in its sole discretioneighty-two and 82/100 (82.82) feet; WESTERLY again by the same, two hundred sixty and 00/100 (260.00) feet; NORTHWESTERLY again by the Lender approves same, two hundred forty-three and 54/100 (243.54) feet; SOUTHWESTERLY again by the Second Option to Extendsame, then two hundred ninety and 00/100 (290.00) feet; NORTHERLY by land now or formerly of Endrock Associates, as shown on said plan, two hundred fifty and 33/10 (250.33) feet; NORTHEASTERLY by land of Raytheon Company, as shown on said plan, by three lines measuring, respectively, two hundred forty-two and 55/100 (242.55) feet, one hundred eighty-nine and 52/100 (189.52) feet, and ninety-eight and 76/100 (98.76) feet; SOUTHEASTERLY again by the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined same, nine and 51/100 (9.51) feet; and NORTHEASTERLY again by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lenderthe same, Borrower one hundred fourteen and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.02/100 (114.02) feet;

Second Option to Extend. The Borrower shall have the option to extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, ninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied;; and (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower’s delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate 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 Credit Agreement or any of the Affiliate Borrower Loan Documents.shall so certify in writing; and (vic) Borrower shall be execute or cause the execution of all documents reasonably required by Lender to exercise the Second 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) Guarantor shall have confirmed that it remains in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be financial covenants in compliance with the Sublimits as set forth in such Affiliate Borrower Credit AgreementGuaranty; and (viiie) The representations and warranties set forth On the First Extended Maturity Date, Borrower shall pay to Lender an extension fee in Section 7 shall be true and correct as the amount of three eighths of one percent (.375%) of the date of Sponsor’s Notice to Lender requesting the extension and as total commitment amount of the effective date of Loan, as determined on the extension First Extended Maturity Date; and (f) At Lender’s option, Lender shall have received a written appraisal dated within 90 days of the First Extended Maturity Date. IfDate 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 then remaining encumbered by the Deed of Trust (after adjustment for senior liens and regular and special tax assessments) as of the First Extended Maturity Date does not exceed the Loan-to-Value Percentage; provided, in its sole discretionhowever, if such as-is bulk value is not adequate to meet the Lender approves the Second Option to Extendrequired Loan-to-Value Percentage, then Borrower shall pay down the Net Spread applicable for outstanding principal balance of the Loan 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 outstanding principal amount of the Loan; provided, that (i) any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion amount repaid in accordance with clause (f) above and/or (ii) any Release Price paid pursuant to Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence 2.9 between the Second Extended Original Maturity Date and applicable Net Spread the First Extended Maturity Date, 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 between the Original Maturity Date and the First Extended Maturity Date, then Borrower shall be required to repay an additional $500,000 in accordance with this Section 2.3.2 clause (g). Notwithstanding the foregoing, if the outstanding principal amount of the Loan is less than $12,000,000 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 executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness terms and condition of this Agreement and the other Loan Documents as modified and approved by Lender shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.”

Second Option to Extend. On the condition that Tenant is not in default of its covenants and obligations under this Lease both at the time of option exercise and as of the commencement of the hereinafter described additional term, Tenant shall have the option (“Tenant’s Second Extension Option”) to extend the Term for an additional term of five (5) years (herein referred to as the “Second Additional Term”), said Second Additional Term to commence immediately after the expiration of the First Additional Term. If Tenant desires to extend the Term as aforesaid, it shall give notice thereof (the “Second Extension Notice”) to Landlord no later than one hundred twenty (120) days prior to the end of the First Additional Term. If Tenant fails timely to give such notice, then Tenant shall have no right to extend the Term (time being of the essence with respect to exercise of Tenant’s Second Extension Option). Upon the timely giving of such notice, the Term shall be deemed extended upon all of the same terms and conditions of this Lease, except that the Annual Base Rent during said Second Additional Term shall be at the rate of $17.50 per rentable square foot NNN per year for Year 1 of the Second Additional Term with said Base Rent increasing annually by the greater of CPI-U Boston or 2.5%. The Second Additional Term Annual Base Rent shall be payable in equal monthly installments in advance on or before the first day of each calendar month during the Second Additional Term. Notwithstanding the fact that Tenant’s exercise of the herein option to extend the First Extended Maturity Date Term shall be self-executing, as aforesaid, upon the request of Landlord, Tenant shall promptly execute a lease amendment reflecting said Second Additional Term and the Second Additional Term Annual Base Rent and annual escalations thereof after Tenant exercises the herein option. Upon Tenant’s exercise of Tenant’s Second Extension Option, the word “Term” wherever it appears in this Lease shall include the Second Additional Term and the phrase “Expiration Date” shall be changed to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: (i) Sponsor shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; (ii) Sponsor shall pay (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 last day of the Second 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 prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan DocumentsAdditional Term. (vi) Borrower shall be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.

Second Option to Extend. The option Upon written request of the Borrower given to extend Lender not less than 30 days and not more than 60 days before the First Extended Maturity Date of Construction Note, the Lender will extend the Maturity Date of the Construction Note to the June 1, 2016 (“Second Extended Maturity Date (“Second Option to Extendof Construction Note”) shall be approved by Lender in its sole discretion. In order for ), provided that as of the Lender to consider such extensionFirst Extended Maturity Date of the Construction Note, the Sponsor must satisfy each all of the following conditions precedent have been satisfied: (a) No Event of Default and no other event or condition which, upon the giving of notice or the passage of time, or both, would become an Event of Default, shall have occurred and be continuing, as of the date of the request for extension or as of the extension of the Maturity Date; (b) Borrower shall have repaid the Construction Note in an amount sufficient to reduce the outstanding principal balance to an amount not to exceed $ ; (c) All Capital Contributions required to be made under Exhibit E of this Agreement have been made; (d) The Loans are In Balance, as determined by the Lender; (e) Completion has occurred; (f) The Extension Fee and all other amounts due to Lender shall have been paid by Borrower to Lender; (g) All representations and warranties made by the Borrower in this Agreement and the other Loan Documents shall be materially true and correct as if made on and as of the date of the extension of such Maturity Date; (h) There shall have been no Material Adverse Occurrence, as determined by Lender, in Lender’s sole discretion:; (i) Sponsor Borrower and Guarantor shall provide written Notice of its request have executed and delivered to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, prior an amendment to the First Extended Maturity Date, which Notice shall be supplemented by Construction Note and such additional information other documents as Lender may reasonably require in connection with such extension, all of which shall be in form and substance acceptable to determine, in its sole discretion, whether the conditions set forth in this Section 2.3.2 have been satisfiedLender; (iij) Sponsor Borrower, at its sole cost and expense, shall pay have delivered to Lender an endorsement to (aor reissuance of) the Extension Fee 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; (k) Not fewer than ninety percent (90%) of the residential units within the Project shall have been lease to, and occupied by, residential tenants under leases executed by Borrower in accordance with this Agreement; (l) The Debt Service Coverage Ratio for the Project shall not exceed 1.15 to 1.00, as determined by Lender, in Lender’s sole and absolute discretion; (m) Borrower shall have provided to Lender together with projections, operating statements, current leasing reports and rent rolls as required by Lender, demonstrating that the Notice delivered pursuant Conditions 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 Second 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 Conversion can be reasonably achieved prior to the First Second Extended Construction Note Maturity Date; Date (iii) Sponsor shall provide to Lender all documents in connection with the requested extension as Lender shall requiredetermined by Lender, 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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vin) Borrower shall be in compliance with have delivered to Lender such amendments to the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits Loan Documents as set forth in Lender may reasonably require to reflect such Affiliate Borrower Credit Agreementextension of such Maturity Date; and (viiio) The representations and warranties set forth in Section 7 Borrower shall be true and correct as of the date of Sponsor’s Notice have delivered to Lender requesting the extension all other documents, instruments, agreements, certificates and as opinions of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined counsel reasonably required by Lender in its sole discretion in accordance connection with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Datesuch extension.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend and the Original Maturity Date shall have been extended to the First Extended Maturity Date in accordance with this Agreement, Borrower shall have the option to further extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 daysninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the Second Option to Extend, no monetary or other material Default shall have occurred and be continuing, and as of the First Extended 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 Second 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 reasonable discretion to the Property or in the financial condition of Borrower, Operating Lessee, Guarantor or any Indemnitor from that which existed as of the later of: (i) the Effective Date; and (ii) 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 First Extended Maturity Date, Borrower shall pay to Lender an extension fee in the amount set forth in Section 2.2(c); and (f) Borrower shall have entered into a new or extended Swap Agreement satisfying each of the conditions set forth in Section 2.14 and with a term expiring not earlier than the Second Extended Maturity Date; and (g) Borrower shall have paid to Lender all reasonable costs and expenses associated with the exercise of the Second 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 First Extended 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 (after adjustment for senior liens and regular and special tax assessments) as of the First Extended Maturity Date does not exceed fifty-five percent (55.0%) (“Second Extension Loan-to-Value Percentage”); provided, however, in the event such fair market value is not adequate to meet the required Second Extension Loan-to-Value Percentage, then Borrower shall have the right, on or prior to the First Extended Maturity Date, which Notice shall to pay down the outstanding principal balance of the Loan such that said Second Extension Loan-to-Value Percentage may 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 2.3.2 have been satisfied;met; and (ii) Sponsor shall pay (a) the Extension Fee to Lender together with the Notice delivered pursuant to clause (i) above (As of the DSCR Non-Quarterly Test Date occurring October 31, 2019, the DSCR shall equal or exceed the Extension DSCR Hurdle; provided, that if Sponsor elects to withdraw its Notice delivered pursuant to clause (i) above prior to Lender’s approval of however, in the Second Option to Extend, then Lender shall reimburse Sponsor for event such DSCR does not equal or exceed the Extension Fee) and (b) all of Lender’s and Servicer’s reasonable costs and expenses (includingDSCR Hurdle, without limitationBorrower shall have the right, Attorneys’ Fees and Costs) incurred in connection with the requested extension on or prior to the First Extended Maturity Date; (iii) Sponsor shall provide Date pay to Lender all documents a principal prepayment of the Loan in the amount of the applicable DSCR Shortfall. Any principal balance reduction of the Loan in connection with the requested extension as Lender shall require, in its sole discretion; (iv) no Potential Default or Event Borrower’s exercise 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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower shall be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche Extend shall reduce Lender’s commitment by like amount and may not be redetermined reborrowed. Except as modified by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness terms and conditions of the Loan Documents shall be payable on the First Extended Maturity Dateremain in full force and effect, unmodified.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend and the Scheduled Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower shall have the option to further extend the First Extended Maturity Date term of the Loan ("Second Option to Extend") to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each and every one of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Agent with written Notice notice of its Borrower's request to Lender to approve exercise the Second Option to Extend at least 60 days, but no more in the not less than 90 days, 30 days prior to the First Extended Maturity Date and no more than 60 days to the First Extended Maturity Date, 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 2.3.2 have been satisfied;. (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower's delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Date; (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 Agreementcontinuing, and no event or any condition which, with the giving of notice or the Loan Documents; (v) no Potential Affiliate Borrower Default passage of time or Affiliate Borrower both, would constitute an Event of Default shall have occurred and be continuing under any Affiliate continuing, and Borrower Credit Agreement or any shall so certify in writing to the best of the Affiliate Borrower Loan DocumentsBorrower’s knowledge. (vic) Borrower shall be in compliance with execute or cause the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as execution of the date of Sponsor’s Notice all documents reasonably required by Agent to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves exercise the Second Option to Extend. (d) There shall have occurred no Material Adverse Change, as determined by Agent, in the financial condition of Borrower, or any Guarantor. (e) 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. (f) Agent has ordered an Appraisal (at Borrower’s expense) confirming to the satisfaction of Agent that the Loan to Value Percentage does not exceed the Second Extension Loan-to-Value Percentage; provided, however, in the event such fair market value is not adequate to meet the required Second Extension Loan-to-Value Percentage, then Borrower shall have the Net Spread applicable for any Borrowing Advance Tranche right, at Borrower’s option, to pay down the outstanding principal balance of the Loan such that said Second Extension Loan-to-Value Percentage may be met. The valuation date of such appraisal shall be redetermined within 30 days of the applicable Maturity Date. Any principal balance reduction shall reduce Agent's commitment by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence a like amount. (g) As of the Second Extended Maturity Date and applicable Net Spread pursuant date of Borrower's delivery of notice of request to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve exercise the Second Option to Extend, the entire Indebtedness Property shall achieve a Debt Yield of not less than the Second Extension Debt Yield; provided, however, in the event such Debt Yield is not adequate to meet the required Second Extension Debt Yield, then Borrower shall have the right, at Borrower’s option, to pay down the outstanding principal balance of the Loan such that said Second Extension Debt Yield may be payable on met. Any principal balance reduction shall reduce Agent’s commitment by a like amount. L’Auberge de Sonoma - 77 - Building Loan Agreement/Disbursement Schedule (h) On or before the First Extended 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 of the First Extended Maturity Date.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend and the Original Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower shall have the option to further extend the First Extended Maturity Date term of the Loan to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, ninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied;; and (iib) Sponsor shall pay (a) As of the Extension Fee date of Borrower’s delivery of notice of request 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 exercise the Second Option to Extend, then Lender shall reimburse Sponsor for the Extension Fee) and (b) all as of Lender’s and Servicer’s reasonable costs and expenses (including, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement continuing, and no event or any condition which, with the giving of notice or the Affiliate Borrower Loan Documents. (vi) passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall be so certify in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreementwriting; and (viiic) The representations and warranties set forth in Section 7 Borrower shall be true and correct as execute or cause the execution of all documents reasonably required by Lender to exercise the date of Sponsor’s Notice Second Option to Lender requesting the extension and as of the effective date of the extension of Extend; and (d) On the First Extended Maturity Date. If, the aggregate outstanding principal balance of the Loan, and all interest accrued thereon, must be no greater than 50% 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 Lender approves financial condition of Borrower or any Guarantor from that which existed as of the Second Option later of: (A) the date hereof; or (B) the date upon which the financial condition of such party was first represented to Extend, then Lender; and (f) On the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. LenderFirst Extended Maturity Date, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant pay to this Section 2.3.2 by executing a confirmation substantially Lender an extension fee in the form attached hereto amount of Five Thousand and no/100ths Dollars ($5,000); and (g) KBS REIT remains Effective as Schedule 2.3described in 3.1(d). If the Lender does not approve the Except as modified by this Second Option to Extend, the entire Indebtedness terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.

Second Option to Extend. The (a) If Borrower shall have exercised the First Option to Extend and the Original Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower shall have the option to further extend the term of the Loan (the "SECOND OPTION TO EXTEND") from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (i) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower's request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; ninety (ii90) Sponsor shall pay days but not less than thirty (a30) 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 Second 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 days prior to the First Extended Maturity Date; (iiiii) Sponsor shall provide As of the date of Borrower's delivery of notice of request to Lender all documents in connection with exercise the requested extension Second Option to Extend and as Lender shall requireof the First Extended Maturity Date, in its sole discretion; (iv) no Potential Default or Event of Default shall have occurred and then be continuing under this Agreementand no event or condition which, with the giving of notice or any the passage of the Loan Documents; (v) no Potential Affiliate Borrower Default time or Affiliate Borrower both, would constitute an Event of Default shall have occurred and be continuing under any Affiliate continuing, and Borrower Credit Agreement or any shall so certify in writing; (iii) 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, 2008; (v) At Lender's request, in its sole and absolute discretion, Lender shall have received a Premises Appraisal (dated not more than thirty (30) days prior to the First Extended Maturity Date) confirming to the satisfaction of Lender, in its sole and absolute discretion, that the then-outstanding principal balance of the Affiliate Borrower Loan Documents.as a percentage of the As-Is Appraised Value does not exceed fifty-five percent (55%); (vi) Borrower shall be in compliance with have executed or caused the Sublimitsexecution of all documents reasonably required by Lender to exercise the Second Option to Extend and shall have delivered to Lender, at Borrower's sole cost and expense, such title insurance endorsements reasonably required by Lender; (vii) Each Affiliate There shall have occurred no material adverse change, as determined by Lender in its sole and absolute discretion, in the financial condition of Borrower shall be or Guarantor (or any other person or entity in compliance with any manner obligated to Lender under the Sublimits as set forth in such Affiliate Borrower Credit AgreementLoan Documents) from that which existed on the Effective Date; and (viii) The representations and warranties set forth On or before the First Extended Maturity Date, Borrower shall have paid to Lender an extension fee in Section 7 shall be true and correct as an amount equal to one-quarter of one quarter (0.25%) of the date of Sponsor’s Notice to Lender requesting the extension and as then-outstanding principal balance of the effective date of the extension Loan as of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined . (b) Except as modified by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.

Second Option to Extend. The If Borrower shall have exercised the First Option to Extend and the Original Maturity Date shall have been extended to the First Extended Maturity Date in accordance with this Agreement, Borrower shall have the option to further extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 daysninety (90) days but not less than thirty (30) days prior to the First Extended Maturity Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the Second Option to Extend, no monetary or other material Default shall have occurred and be continuing, and as of the First Extended 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 Second 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 reasonable discretion to the Property or in the financial condition of Borrower, Operating Lessee, Guarantor or any 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 First Extended Maturity Date, Borrower shall pay to Lender an extension fee in the amount set forth in Section 2.2(c); and (f) Borrower shall have entered into a new or extended Swap Agreement satisfying each of the conditions set forth in Section 2.14 and with a term expiring not earlier than the Second Extended Maturity Date; and (g) Borrower shall have paid to Lender all reasonable costs and expenses associated with the exercise of the Second 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 First Extended 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 (after adjustment for senior liens and regular and special tax assessments) as of the First Extended Maturity Date does not exceed sixty percent (60.0%) (“Second Extension Loan-to-Value Percentage”); provided, however, in the event such fair market value is not adequate to meet the required Second Extension Loan-to-Value Percentage, then Borrower shall have the right, on or prior to the First Extended Maturity Date, which Notice shall to pay down the outstanding principal balance of the Loan or cancel any undisbursed commitment or any combination thereof such that said Second Extension Loan-to-Value Percentage may 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 2.3.2 have been satisfied;met; and (ii) Sponsor shall pay (a) the Extension Fee to Lender together with the Notice delivered pursuant to clause (i) above (As of the DSCR Non-Quarterly Test Date occurring October 31, 2018, the DSCR shall equal or exceed the applicable Extension DSCR Hurdle; provided, that if Sponsor elects to withdraw its Notice delivered pursuant to clause (i) above prior to Lender’s approval of however, in the Second Option to Extendevent such DSCR does not equal or exceed the applicable Extension DSCR Hurdle, then Lender Borrower shall reimburse Sponsor for have the Extension Fee) and (b) all of Lender’s and Servicer’s reasonable costs and expenses (includingright, without limitation, Attorneys’ Fees and Costs) incurred in connection with the requested extension on or prior to the First Extended Maturity Date; (iii) Sponsor shall provide Date pay to Lender all documents a principal prepayment of the Loan in the amount of the applicable DSCR Shortfall. Any principal balance reduction of the Loan in connection with the requested extension as Lender shall require, in its sole discretion; (iv) no Potential Default or Event Borrower’s exercise 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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower shall be in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche Extend shall reduce Lender’s commitment by like amount and may not be redetermined reborrowed. Except as modified by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness terms and conditions of the Loan Documents shall be payable on the First Extended Maturity Dateremain in full force and effect, unmodified.

Second Option to Extend. The Borrower shall have the option to extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Lender with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; forty-five (ii45) Sponsor shall pay (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 Second 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 days prior to the First Extended Maturity Date; (iiib) 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 As of the Loan Documents; (v) date of Borrower’s delivery of notice of request to exercise the Second Option to Extend, and as of the First Extended Maturity Date, no Potential Affiliate Borrower Default or Affiliate Borrower Default shall have occurred and be continuing under any Affiliate 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 Credit Agreement or any of the Affiliate Borrower Loan Documents.shall so certify in writing; (vic) Borrower shall be execute or cause the execution of all documents reasonably required by Lender to exercise the Second Option to Extend and shall deliver to Lender, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Lender; (d) Guarantor shall have confirmed that it remains in compliance with the Sublimitsfinancial covenants in the Guaranty; (viie) Each Affiliate On the First Extended Maturity Date, Borrower shall pay to Lender an extension fee in the amount of one quarter of one percent (0.25%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined on the First Extended Maturity Date; (f) At Lender’s option, Lender shall have received a written appraisal dated within 90 days of the First Extended Maturity Date and prepared, at Borrower’s expense, in conformance with the requirements of the Comptroller of the Currency confirming to the satisfaction of Lender that the Loan-to-Value Ratio (with “value” deemed to be the Second Extension Appraised Value) does not exceed seventy-five percent (75%); provided, however, if the Loan-to-Value Ratio exceeds seventy-five percent (75%), then Borrower 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) 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; (h) Lender shall have received and approved evidence that tenants (pursuant to written lease agreements approved by Lender or otherwise in compliance with the Sublimits as set forth terms of this Agreement and in such Affiliate Borrower Credit Agreement; andconformance with the most recent appraisal [specifically, with respect to rental rate, Concessions and term]) lease at least ninety percent (90%) of the aggregate net rentable area of the Office Buildings. At Lender’s option, Lender shall have the right to receive, at Borrower’s expense, an updated appraisal for purposes of determining Borrower’s compliance with the foregoing; (viiii) The representations and warranties set forth in Section 7 shall be true and correct fraction, expressed as a percentage, calculated by dividing the Adjusted Net Operating Income of the date of Sponsor’s Notice to Lender requesting Property and Improvements by the extension and as outstanding principal balance of the effective date of the extension Loan, as of the First Extended Maturity Date, shall be at least eight and sixty-five hundredths percent (8.65%); provided, however, if such percentage is less than eight and sixty-five hundredths percent (8.65%), then Borrower may pay down the outstanding principal balance of the Loan in an amount sufficient to satisfy the foregoing requirement. IfNotwithstanding 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 Lender approves fact that the Second Option tenants thereunder had not been paying rent for some or all of the period prior to Extendthe Reference Date. Any amounts repaid may not be reborrowed; and (j) As of the First Extended Maturity Date, then the Net Spread applicable for undisbursed commitment amount of the Loan, together with any Borrowing Advance Tranche Borrower’s Funds on deposit in the Borrower’s Funds Account, shall be redetermined sufficient, as determined by Lender in its sole discretion discretion, to (i) pay, through completion, all costs of development, construction, marketing and sale or leasing of the Property and Improvements in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Loan Documents; (ii) pay all sums which may accrue under the Loan Documents prior to the Second Extended Maturity Date Date; and applicable Net Spread pursuant (iii) enable Borrower to this Section 2.3.2 perform and satisfy all of the covenants to be performed by executing a confirmation substantially 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 form attached hereto as Schedule 2.3Borrower’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 does not approve 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. Except as modified by the Second Option to Extend, the entire Indebtedness terms and condition of this Agreement and the other Loan Documents as modified and approved by Lender shall be payable on the First Extended Maturity Dateremain unmodified and in full force and effect.”

Second Option to Extend. The Borrower shall have the option to extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date (“Second Option to Extend”) shall be approved by Lender in its sole discretion. In order for the Lender to consider such extensionDate, the Sponsor must satisfy upon satisfaction of each of the following conditions precedent in Lender’s sole discretionprecedent: (ia) Sponsor Borrower shall provide Administrative Agent with written Notice notice of its Borrower’s request to Lender to approve exercise the Second Option to Extend at least 60 days, but no not more than 90 days, prior to the First Extended Maturity Date, 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 2.3.2 have been satisfied; one hundred twenty (ii120) Sponsor shall pay days but not less than forty-five (a45) 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 Second 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 days prior to the First Extended Maturity Date; (iiib) 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 As of the Loan Documents; (v) date of Borrower’s delivery of notice of request to exercise the Second Option to Extend, and as of the First Extended Maturity Date, no Default nor Potential Affiliate Borrower Default or Affiliate Borrower Default shall have occurred and be continuing under any Affiliate continuing, and Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents.shall so certify in writing; (vic) Borrower shall be in compliance with execute or cause the Sublimitsexecution of all documents reasonably required by Administrative Agent to exercise the Second Option to Extend and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Administrative Agent; (viid) Each Affiliate There shall have occurred no material adverse change, as determined by Administrative Agent in its reasonable discretion, in the financial condition of Borrower or any Guarantor from that which existed on the Effective Date; (e) Borrower shall be have previously extended the Maturity Date from the Original Maturity Date to the First Extended Maturity Date pursuant to and in compliance accordance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; andSection 2.10 hereof; (viiif) Borrower shall have provided Administrative Agent evidence reasonably satisfactory to Administrative Agent that not less than eighty-five percent (85%) of the net rentable square feet of the Improvements comprised within the Property and Improvements (exclusive of the space occupied or leased by Macy’s and Dillard’s) are leased pursuant to Approved Leases, with tenants in occupancy of their respective leased premises thereunder; (g) The representations Property and warranties set forth in Section 7 Improvements shall be true and correct have achieved a Debt Service Coverage Ratio of not less than 1.15:1.0 as of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of Determination Date immediately preceding the First Extended Maturity Date. If; provided, however, in its sole discretion, the Lender approves event the Second Option to ExtendProperty and Improvements do not meet such Debt Service Coverage Ratio, then Borrower may pay down the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence outstanding principal balance of the Second Loan on or before the First Extended Maturity Date such that said Debt Service Coverage Ratio may be met, and applicable Net Spread any principal balance reduction by Borrower pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Date.2.11

Second Option to Extend. The If and only if Lessee has exercised its option to extend the term of this Lease for the First Extended Maturity Date Renewal Term and this Lease is in full force and effect, Lessee shall have the right, subject to the provisions hereinafter provided, to further extend the term of this Lease for one (1) period of five (5) years on the terms and provisions of this Article XXXIV. Such five-year renewal period, which is sometimes hereinafter referred to as the "Second Extended Maturity Date (“Renewal Term", shall commence on the day after the expiration of the First Renewal Term. The conditions of such Second Option to Extend”) Renewal Term shall be approved by Lender in its sole discretion. In order for the Lender to consider such extension, the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretionas follows: (ia) Sponsor renewal, but Lessor shall provide written Notice have the right at its sole discretion to waive the non-default conditions herein. (b) That such Second Renewal Term shall be on the same terms, covenants and conditions as in this Lease; provided, how- ever, the annual Base Rent for such Second Renewal Term shall be an amount equal to ninety-five percent (95%) of its request the fair market Base Rent rate for such space (taking into account rental concessions (if any), tenant improvement allowance (if any), and broker's commissions (if any), applicable to Lender such Second Renewal Term) on the date such renewal term shall commence in relation to approve a Comparable Building, and (ii) the "expense stop" for such Second Renewal Term shall be adjusted to a then-current market rate expense stop for a Comparable Building. The determination of such fair market Base Rent for the Premises shall be made no later than the date that is eleven (11) months prior to commencement of the Second Option Renewal Term. Provided Lessee has properly elected to Extend renew the term of this Lease, and if Lessor and Lessee fail to agree at least 60 days, but no more than 90 days, eleven (11) months prior to commencement of the First Extended Maturity DateSecond Renewal Term upon the fair market Base Rent of the Premises, which Notice the fair market Base Rent of the Premises shall be supplemented determined by such additional information as Lender may reasonably require appraisal in accordance with the provisions of Article XXXV hereof. Notwithstanding anything to determinethe contrary contained in this Article, in its sole discretion, whether no event shall the conditions Base Rent of the Premises for the Second Renewal Term be less than the Base Rent (exclusive of temporary abatements) payable by Lessee under the terms of this Lease immediately prior to commencement of such Second Renewal Term. (c) the thirty (30) day time period set forth in this Section 2.3.2 have been satisfied; sub- paragraph (ii) Sponsor shall pay (a) c), 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 fair market Base Rent of the Premises for such Second 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 prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower Renewal Term shall be determined by appraisal in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such Affiliate Borrower Credit Agreement; and (viii) The representations fair market Base Rent and warranties set forth in Section 7 resulting Base Rent of the Premises for such Second Renewal Term shall be true expressed in writing and correct as shall be executed by the parties hereto, and a copy thereof delivered to each of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Dateparties.

Second Option to Extend. The If and only if Lessee has exercised its option to extend the term of this Lease for the First Extended Maturity Date Renewal Term and this Lease is in full force and effect, Lessee shall have the right, subject to the provisions hereinafter provided, to further extend the term of this Lease for one (1) period of five (5) years on the terms and provisions of this Article XXXII. Such five-year renewal period, which is sometimes hereinafter referred to as the "Second Renewal Term", shall commence on the day after the expiration of the First Renewal Term. The conditions of such Second Renewal Term shall be as follows: (a) That this Lease is in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole discretion to waive the non-default conditions herein. (b) That such Second Renewal Term shall be on the same terms, covenants and conditions as in this Lease; provided, however, the annual Base Rent for such Second Renewal Term shall be an amount equal to ninety-five percent (95%) of the Fair Market Value for Base Rent rate for such space on the date such renewal term shall commence in relation to comparable (in quality, location and size) office space located in Scottsdale, Arizona. The determination of such Fair Market Value for Base Rent for the Premises shall be made no later than the date that is twelve (12) months prior to the end of the First Renewal Term. Provided Lessee has properly elected to renew the term of this Lease, and if Lessor and Lessee fail to agree at least eleven (11) months prior to the end of the First Renewal Term upon the Fair Market Value for Base Rent of the Premises, the Fair Market Value for Base Rent of the Premises shall be determined by appraisal in accordance with the provisions of Article XXXIV hereof. Notwithstanding anything to the contrary contained in this Article, in no event shall the Base Rent of the Premises for the Second Renewal Term be less than the Base Rent (exclusive of temporary abatements) payable by Lessee under the terms of this Lease immediately prior to commencement of such Second Renewal Term. (c) That Lessee shall exercise its right to the Second Extended Maturity Date Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than twelve (“12) months prior to end of the First Renewal Term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto Scottsdale Northsight/JDA Software 04/26/98: 531637.1827-0801 Exhibit C shall make a good faith effort to agree upon the Fair Market Value for Base Rent of the Premises for such Second Option to Extend”) shall be approved by Lender in its sole discretionRenewal Term. In order for the Lender event that Lessor and Lessee fail to consider such extension, agree within the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: thirty (i30) Sponsor shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 days, but no more than 90 days, prior to the First Extended Maturity Date, which Notice shall be supplemented by such additional information as Lender may reasonably require to determine, in its sole discretion, whether the conditions day time period set forth in this Section 2.3.2 have been satisfied; subparagraph (ii) Sponsor shall pay (a) c), 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 Fair Market Value for Base Rent of the Premises for such Second 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 prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower Renewal Term shall be determined by appraisal in compliance with the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as manner set forth in Article XXXIV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such Affiliate Borrower Credit Agreement; and (viii) The representations Fair Market Value for Base Rent and warranties set forth in Section 7 resulting Base Rent of the Premises for such Second Renewal Term shall be true expressed in writing and correct as shall be executed by the parties hereto, and a copy thereof delivered to each of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity Dateparties.

Second Option to Extend. The Lessor and Lessee each acknowledge that the option to extend granted to Lessee in Article 21 of the First Extended Maturity Date Lease has been exercised by Lessee. The Lease is hereby amended by inserting a new Article 22 as follows: Section 22.01. Provided the obligations of Lessee under this Lease shall then be current and not in default beyond all applicable notice and grace periods, and that Lessee is occupying the Demised Premises and paying rent, Lessee shall have the right, at its election, to extend the original term of this Lease for a second option period (the “Second Extension Option”) of four (4) years (the “Second Option Term”), commencing upon the expiration of the Amended Initial Term, provided that Lessee shall give Lessor written notice in the manner provided in Section 18.01 of Lessee’s exercise of the Second Extension Option at least nine (9) months prior to the expiration of the Amended Initial Term. Prior to the exercise by Lessee of the Second Extension Option, the expression “the term of this Lease” or “Term” or any equivalent expression shall mean the Amended Initial Term; after the exercise by Lessee of the Second Extension Option, the expression “the term of this Lease” or “Term” or any equivalent expression shall mean the Amended Initial Term as extended by the Second Option Term. Except as expressly otherwise provided in this Lease, all the agreements and conditions contained in this Lease shall apply to the Second Extended Maturity Date Option Term. If Lessor shall receive written notice as provided in Section 18.01 of the exercise by Lessee of the Second Extension Option in the manner and within the time provided aforesaid, the Amended Initial Term shall be extended upon the giving of the notice without the requirement of any action on the part of the Lessor or written confirmation of receipt by Lessor. Section 22.02. The annual Base Rent payable for each year during the Second Option Term shall be determined as follows: If Lessee gives Lessor timely notice of its exercise of the Second Extension Option, then within sixty (60) days thereafter, Lessor shall give Lessee written notice of the then applicable market rent, for each year during the Second Option Term for the Demised Premises, based on similar space in the Premises or if no such space is available, rent for similar space in similar buildings in the same geographic area (the “Second Option to ExtendTerm Market Rent”) shall be approved by Lender in its sole discretion). In order Base Rent for the Lender to consider such extension, the Sponsor must satisfy each of the following conditions precedent in Lender’s sole discretion: (i) Sponsor shall provide written Notice of its request to Lender to approve the Second Option to Extend at least 60 daysTerm shall be the Second Option Term Market Rent, but in no more event shall the Second Option Term Market Rent be lower than 90 daysthe yearly rent most recently paid hereunder. Rent shall never be decreased below that paid in the prior lease year. In the event that Lessee disputes the Second Option Term Market Rent set by Lessor, prior Lessee may, within fifteen (15) days of its receipt of notice from Lessor establishing such Second Option Term Market Rent, give notice to Lessor of such dispute and thereupon the First Extended Maturity Date, which Notice matter shall be supplemented by such additional information as Lender may reasonably require submitted to determine, arbitration in its sole discretion, whether accordance with the conditions terms and procedure set forth in Section 21.05. Notwithstanding the submission of the issue of Second Option Term Market Rent to arbitration, rent for the next ensuing year of the term of this Lease shall be paid at the Second Option Term Market Rent set by Lessor until the arbitration is completed. If, upon completion of the arbitration, it is determined that the Second Option Term Market Rent is less or more than that set by Lessor, then an adjustment based upon such lower or greater rent shall be made based on the number of months therefore paid by Lessee but in no event shall rent be lower than that paid for the prior Lease Year. In no event shall the extension of the term of this Lease be affected by the determination of the rent, such exercise of extension being fixed at the time at which notice is given. The arbitration provision set forth in Section 2.3.2 have been satisfied; (ii) Sponsor 21.05 shall pay (a) only be accomplished once for 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 Second Option Term. Second Option Term Market Rent for each year of the Second 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 prior to the First Extended Maturity Date; (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 Default shall have occurred and be continuing under any Affiliate Borrower Credit Agreement or any of the Affiliate Borrower Loan Documents. (vi) Borrower Term shall be in compliance with set at the Sublimits; (vii) Each Affiliate Borrower shall be in compliance with the Sublimits as set forth in such Affiliate Borrower Credit Agreement; and (viii) The representations and warranties set forth in Section 7 shall be true and correct as beginning of the date of Sponsor’s Notice to Lender requesting the extension and as of the effective date of the extension of the First Extended Maturity Date. If, in its sole discretion, the Lender approves the Second Option to Extend, then the Net Spread applicable for any Borrowing Advance Tranche shall be redetermined by Lender in its sole discretion in accordance with Section 4.2.3 hereof. Lender, Borrower and Sponsor shall evidence the Second Extended Maturity Date and applicable Net Spread pursuant to this Section 2.3.2 by executing a confirmation substantially in the form attached hereto as Schedule 2.3. If the Lender does not approve the Second Option to Extend, the entire Indebtedness shall be payable on the First Extended Maturity DateTerm.”