Common use of Second Qualified Extension Option Clause in Contracts

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity Date; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof); (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Option; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Mezzanine Loan, if the Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity Date; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second First Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof); (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second First Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second First Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Option; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Third Mezzanine Loan, if the Second Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity Date; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have has been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof); (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have has been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have has been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Option; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Second Mezzanine Loan, if the First Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Third Mezzanine Loan, if the Second Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, Default nor any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity Date; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof); (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) hereof and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Option; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Mezzanine Loan, if the Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; (xiiix) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%; (xiiix) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xivxi) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity DateDate and (iv) shall have a notional amount equal to the Outstanding Principal Balance. Borrowers shall (x) assign to Lender, as collateral for the Loan, pursuant to a Replacement Collateral Assignment of Interest Rate Cap, all of its right, title and interest to receive any and all payments under such Replacement Interest Rate Cap Agreement, and the Counterparty shall execute an acknowledgment to such Replacement Collateral Assignment of Interest Rate Cap agreeing to make deposits directly into the Cash Management Account and (y) obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely), which opinion shall comply with Section 2.2.7(e) hereof; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof)Intentionally Deleted; (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s) (other than the Interest Reserve Fund), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten determined by Mortgage Lender based on (A) in accordance with the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount applicable provisions of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (Loan Agreement, and throughout the term of the Loan), which amount amounts thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second First Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; provided, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available fundshowever, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and that this condition shall be held and disbursed by Mortgage Lender as set forth in Article VII of no further force or effect after the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Optiondate on which Final Completion is achieved; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Third Mezzanine Loan, if the Second Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension TermIntentionally Deleted; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%Intentionally Deleted; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the sum of the Outstanding Principal Balance and all Accrued Interest then due not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Twenty Thousand Dollars ($5,00020,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage First Mezzanine Default, Mortgage First Mezzanine Event of Default, any monetary Second Mezzanine Default, Second Mezzanine Event of Default, monetary Third Mezzanine Default or any Third Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the any Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity Date; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof); (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) hereof and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Option; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xix) the maturity date of the Second Mezzanine Loan, if the Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Third Mezzanine Loan, if the Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Thousand Dollars ($5,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage First Mezzanine Default, Mortgage First Mezzanine Event of Default, any monetary Second Mezzanine Default, Second Mezzanine Event of Default, monetary Third Mezzanine Default or any Third Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the any Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity DateDate and (iv) shall have a notional amount equal to the Reduced Acquisition Loan Outstanding Principal Balance and the Construction Loan Outstanding Principal Balance. Borrowers shall (x) assign to Lender, as collateral for the Loan, pursuant to a Replacement Collateral Assignment of Interest Rate Cap, all of its right, title and interest to receive any and all payments under such Replacement Interest Rate Cap Agreement, and the Counterparty shall execute an acknowledgment to such Replacement Collateral Assignment of Interest Rate Cap agreeing to make deposits directly into the Lockbox Account and (y) obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely), which opinion shall comply with Section 2.2.7(e) hereof; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof)Intentionally Deleted; (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit deposited with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s) (other than the Interest Reserve Fund), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten by Mortgage Lender based on (A) the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (and throughout the term of the Loan), which amount thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) there shall exist no Shortfall as of the Business Day immediately preceding the first (1st) day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available fundsprovided, for deposit by Mortgage Lender into one or more new Mortgage Reserve Fundshowever, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and that this condition shall be held and disbursed by Mortgage Lender as set forth in Article VII of no further force or effect after the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Optiondate on which Final Completion is achieved; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xix) the maturity date of the Second Mezzanine Loan, if the Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xix) there shall exist no Shortfall as the maturity date of the Business Day immediately preceding Third Mezzanine Loan, if the first day of Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extension TermExtended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) Intentionally Deleted; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%Intentionally Deleted; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the Outstanding Principal Balance not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Twenty Thousand Dollars ($5,00020,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity DateDate and (iv) shall have a notional amount equal to the Outstanding Principal Balance. Borrowers shall (x) assign to Lender, as collateral for the Loan, pursuant to a Replacement Collateral Assignment of Interest Rate Cap, all of its right, title and interest to receive any and all payments under such Replacement Interest Rate Cap Agreement, and the Counterparty shall execute an acknowledgment to such Replacement Collateral Assignment of Interest Rate Cap agreeing to make deposits directly into the Cash Management Account and (y) obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely), which opinion shall comply with Section 2.2.7(e) hereof; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof)Intentionally Deleted; (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s) (other than the Interest Reserve Fund), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten determined by Mortgage Lender based on (A) in accordance with the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount applicable provisions of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (Loan Agreement, and throughout the term of the Loan), which amount amounts thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; provided, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available fundshowever, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and that this condition shall be held and disbursed by Mortgage Lender as set forth in Article VII of no further force or effect after the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Optiondate on which Final Completion is achieved; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Mezzanine Loan, if the First Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Mezzanine Loan, if the Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension TermIntentionally Deleted; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%Intentionally Deleted; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the sum of the Outstanding Principal Balance and all Accrued Interest then due not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Twenty Thousand Dollars ($5,00020,000).

Second Qualified Extension Option. Borrowers shall have the right to extend the First Qualified Extended Maturity Date to the Second Qualified Extended Maturity Date (the “Second Qualified Extension Option”; and the period commencing on the first (1st) day following the First Qualified Extended Maturity Date and ending on the Second Qualified Extended Maturity Date being referred to herein as the “Second Qualified Extension Term”), provided that all of the following conditions are satisfied: (i) no monetary Default, Event of Default, monetary Mortgage Default, Mortgage Event of Default, any monetary Mezzanine Default or any Mezzanine Event of Default shall have occurred and be continuing at the time the Second Qualified Extension Option is exercised or on the date that the Second Qualified Extension Term commences; (ii) Borrowers shall notify Lender of their irrevocable election to exercise the Second Qualified Extension Option not earlier than six (6) months, and not later than thirty (30) days, prior to the First Qualified Extended Maturity Date; (iii) if the Interest Rate Cap Agreement is scheduled to mature prior to the Second Qualified Extended Maturity Date, Borrowers shall obtain and deliver to Lender not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, one or more Replacement Interest Rate Cap Agreements (or extension(s) of the existing Interest Rate Cap Agreement(s)) from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement(s) (or extension(s) of the existing Interest Rate Cap Agreement(s)) shall (i) be effective commencing on the first day of the Second Qualified Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Qualified Extended Maturity DateDate and (iv) shall have a notional amount equal to the Outstanding Principal Balance. Borrowers shall (x) assign to Lender, as collateral for the Loan, pursuant to a Replacement Collateral Assignment of Interest Rate Cap, all of its right, title and interest to receive any and all payments under such Replacement Interest Rate Cap Agreement, and the Counterparty shall execute an acknowledgment to such Replacement Collateral Assignment of Interest Rate Cap agreeing to make deposits directly into the Cash Management Account and (y) obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely), which opinion shall comply with Section 2.2.7(e) hereof; (iv) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, all accrued and unpaid interest and any unpaid or unreimbursed amounts in respect of the Loan and any other sums then due to Lender hereunder or under any of the other Loan Documents shall have been paid in full; (v) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the Interest Reserve Account, an amount equal to the Extension Interest Shortfall with respect to the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Interest Reserve Fund and shall be held and disbursed by Mortgage Lender as set forth in Section 7.4 of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the Interest Reserve Account to be held and disbursed by Lender as set forth in Section 7.4 hereof)Intentionally Deleted; (vi) not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available funds, for deposit by Mortgage Lender into the applicable Mortgage Reserve Fund(s) (other than the Interest Reserve Fund), any shortfalls in such Mortgage Reserve Fund(s) with respect to the Second Qualified Extension Term, if any, as reasonably estimated and underwritten determined by Mortgage Lender based on (A) in accordance with the Approved Annual Budget then in effect and (B) underwriting criteria consistent with that used by Mortgage Lender to determine the amount applicable provisions of the deposit to the applicable Mortgage Reserve Fund(s) on the Closing Date (Loan Agreement, and throughout the term of the Loan), which amount amounts thereafter shall constitute a part of the applicable Mortgage Reserve Fund(s) and shall be held and disbursed by Mortgage Lender as set forth in Article VII of the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have has been paid in full, Borrowers shall have deposited such amount with Lender for deposit into the applicable Reserve Fund(s) to be held and disbursed by Lender as set forth in Article VII hereof); (vii) not later than one (1) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension Term; provided, Borrowers shall have caused Mortgage Borrowers to deposit with Mortgage Lender in immediately available fundshowever, for deposit by Mortgage Lender into one or more new Mortgage Reserve Funds, such other reserves as Mortgage Lender shall reasonably require in order to cover reasonably anticipated Operating Expense shortfalls during the Second Qualified Extension Term, if any, which amount thereafter shall constitute a part of the Mortgage Reserve Funds and that this condition shall be held and disbursed by Mortgage Lender as set forth in Article VII of no further force or effect after the Mortgage Loan Agreement (or, if the Mortgage Loan, the First Mezzanine Loan and the Second Mezzanine Loan have been paid in full, Borrowers shall have deposited such amount with Lender for deposit into one more new Reserve Funds to be held and disbursed by Lender as set forth in Article VII hereof) and/or in an amendment to this Agreement reasonably negotiated and executed by Borrowers and Lender at such time and as a condition to the exercise of the Second Qualified Extension Optiondate on which Final Completion is achieved; (viii) the maturity date of the Mortgage Loan, if the Mortgage Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (ix) the maturity date of the First Second Mezzanine Loan, if the First Second Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (x) the maturity date of the Second Third Mezzanine Loan, if the Second Third Mezzanine Loan is then outstanding, shall be extended to not earlier than the Second Qualified Extended Maturity Date on the same terms and conditions as in effect on the date hereof; (xi) there shall exist no Shortfall as of the Business Day immediately preceding the first day of the Second Qualified Extension TermIntentionally Deleted; (xii) the Debt Yield immediately preceding the commencement of the Second Qualified Extension Term shall be equal to or greater than 13%Intentionally Deleted; (xiii) Borrowers shall have paid to Lender an extension fee equal to one-quarter of one percent (0.25%) of the sum of the Outstanding Principal Balance and all Accrued Interest then due not later than one (1) Business Day immediately preceding the first day of the Second Qualified Extension Term; and (xiv) Borrowers shall have reimbursed Lender for all costs reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; provided, however, that in no event shall Borrowers be required to pay any such fees, costs or expenses in excess of Five Twenty Thousand Dollars ($5,00020,000).