Common use of Extension Options Clause in Contracts

Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) June 1, 2009 (the “First Extended Maturity Date”), (ii) June 1, 2010 (the “Second Extended Maturity Date”) and (iii) June 1, 2011 (the “Third Extended Maturity Date”) by giving notice of such extension to Lender at least fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable): (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (c) on or prior to the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) June 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE), (ii) June 1, 2010 the option (the “Second Extended Maturity Date”) and (iii) June 1SECOND EXTENSION OPTION), 2011 (the “Third Extended Maturity Date”) by giving notice of such extension delivering to Lender at least fifteen an Extension Notice no later than thirty (1530) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity DateDate to November 9, in 2006 (the case of extending the Term until the Second Extended Maturity Date SECOND EXTENDED MATURITY DATE), and (iii) the option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or to November 9, 2007 (the Third Extended Maturity Date, as THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will shall be so extended, which extension will be granted upon subject to the satisfaction of each of the following conditions (precedent as applicable): (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (c) on or prior to delivery of the originally scheduled Stated applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (ior the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be); ii. Borrower shall obtain and deliver to Lender not later than one (1) extends Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs; iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement to a and the related Acknowledgment; iv. On or before the date not earlier than the First Extended Maturity Date, immediately preceding the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding PrincipalExtension Fee; v. Mortgage Borrower shall have (gx) if timely exercised the extension option to extend the Term until Loan (Mortgage) contained in the Third Extended Maturity Date is exercisedMortgage Note, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) been entitled pursuant to the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity terms of the Loan Documents (Mortgage) to exercise such extension option and (z) paid any extension fee required pursuant to the continued validity, perfection and priority terms of the Liens thereof as so extendedMortgage Note; and vi. If Senior Tier Mezzanine Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation (x) timely exercised the extension option to extend the Stated Maturity Date hereunderLoan (Senior Tier Mezzanine) contained in the Senior Tier Mezzanine Note, (y) been entitled pursuant to the terms of the Loan Documents (Senior Tier Mezzanine) to exercise such extension option and (z) paid any extension fee required pursuant to the terms of the Senior Tier Mezzanine Note.

Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) June July 1, 2009 (the “First Extended Maturity Date”), ; (ii) June July 1, 2010 (the “Second Extended Maturity Date”) ); and (iii) June July 1, 2011 (the “Third Extended Maturity Date”) ), in each case, by giving notice of such extension to Lender at least fifteen (15) 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date Date, and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable):conditions: (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, Date or the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above;; and (c) on or prior to the originally scheduled Stated Maturity Date, Date or the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, Date or the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.Third

Extension Options. Subject to the provisions of this Section 2.9, Borrower shall have the rightoption (the “First Extension Option”), at its optionby irrevocable written notice (the “First Extension Notice”) delivered to Lender no earlier than one hundred twenty (120) days prior to, nor later than thirty (30) days prior to, the Stated Maturity Date, to extend the Term until (i) June 1Maturity Date to May 9, 2009 2021 (the “First Extended Maturity Date”). If the Maturity Date shall have been timely and properly extended to the First Extended Maturity Date, then Borrower shall have the option (iithe “Second Extension Option”), by irrevocable written notice (the “Second Extension Notice”) June 1delivered to Lender no earlier than one hundred twenty (120) days prior to, 2010 nor later than thirty (30) days prior to, the First Extended Maturity Date, to extend the Maturity Date to May 9, 2022 (the “Second Extended Maturity Date”) and (iii) June 1, 2011 (). Borrower’s right to so extend the “Third Extended Maturity Date”) by giving notice of such extension Date to Lender at least fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until Date and the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request shall be subject to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable):precedent prior to each extension hereunder: (a) no Event of Default exists at the time such request is made or monetary or material non-monetary Default shall have occurred and be continuing on the originally scheduled Stated Maturity Date, date Borrower delivers the First Extended Maturity Date Extension Notice or the Second Extension Notice, as applicable, and no Event of Default or monetary or material non-monetary Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable; (b) Borrower delivers shall (i) obtain and deliver to Lender an Officer’s Certificate confirming not later than one (1) Business Day prior to the accuracy first day of the information contained term of the Loan as extended, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty in clause a notional amount equal to the maximum principal amount of the Loan, which Replacement Interest Rate Cap Agreement(s) shall be (aA) aboveeffective for the period commencing on the day immediately following the then-applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the applicable extended Maturity Date occurs and (B) otherwise on same terms set forth in Section 2.8, and (ii) (x) execute and deliver a Replacement Assignment of Rate Cap and (y) deliver an executed Acknowledgment with respect to each such Replacement Interest Rate Cap Agreement; (c) on or prior Borrower shall deliver a Counterparty Opinion with respect to the originally scheduled Replacement Interest Rate Cap Agreement and the related Acknowledgment and a Replacement Assignment of Rate Cap with respect thereto; (d) all amounts due and payable to Lender pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, as applicable (other than the Second Extended Outstanding Principal Balance), and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the applicable extension of the Term shall have been paid in full; (e) on the Stated Maturity Date or the Third First Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than Borrower shall pay to Lender the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%)applicable Extension Fee; (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) have achieved Completion of the then-outstanding PrincipalPIP Work; (g) if the option Debt Yield shall be equal to extend or greater than (i) with respect to the Term until First Extension Option, nine percent (9.00%), and (ii) with respect to the Third Extended Maturity Date is exercisedSecond Extension Option, nine and seventy-five hundredths percent (9.75%); provided, however, that, subject to Borrower’s satisfaction of all other conditions to extension set forth in this Section 2.9, Borrower may, at its sole election, prepay such portion of the Loan to the extent necessary to satisfy this condition (g) without the payment of any Yield Maintenance Premium or other penalty or fee; provided, however, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal;applicable Exit Fee; and (h) Either with respect to the Second Extension Option, Borrower shall have delivered to Lender either (x1) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such evidence that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity DateOperating Lease has been extended to May 31, 2023 or (2) subject to Franchisor’s consent, if required, a new operating lease, in form and substance reasonably acceptable to Lender, with a term expiring no earlier than May 31, 2023 and, to the Second Extended Maturity Date or the Third Extended Maturity Dateextent necessary, as applicable; (i) Borrower shall have paid recorded a memorandum of operating lease to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any evidence such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extendedextension or new operating lease. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) June 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE), (ii) June 1, 2010 the option (the “Second Extended Maturity Date”) and (iii) June 1SECOND EXTENSION OPTION), 2011 (the “Third Extended Maturity Date”) by giving notice of such extension delivering to Lender at least fifteen an Extension Notice no later than thirty (1530) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity DateDate to November 9, in the case of extending the Term until 2006 (the Second Extended Maturity Date Date), and (iii) the option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or to November 9, 2007 (the Third Extended Maturity Date, as THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will shall be so extended, which extension will be granted upon subject to the satisfaction of each of the following conditions (precedent as applicable): (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (c) on or prior to delivery of the originally scheduled Stated applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (ior the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be); ii. Borrower shall obtain and deliver to Lender not later than one (1) extends Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs; iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement to a and the related Acknowledgment; iv. On or before the date not earlier than the First Extended Maturity Date, immediately preceding the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an Extension Fee. v. Mortgage Borrower shall have (x) timely exercised the extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until Loan (Mortgage) contained in the Third Extended Maturity Date is exercisedMortgage Note, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) been entitled pursuant to the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity terms of the Loan Documents (Mortgage) to exercise such extension option and (z) paid any extension fee required pursuant to the continued validity, perfection and priority terms of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.Mortgage Note; and

Extension Options. Borrower shall have the right, at its option, option to extend the Term until (i) June 1Stated Maturity Date to February 8, 2009 2018 (the “First Extended Maturity Date”); and only if the Maturity Date shall have been validly so extended, (ii) June 1then Borrower shall have a second option to extend the Maturity Date to February 8, 2010 2019 (the “Second Extended Maturity Date”) ); and (iii) June 1only if the Maturity Date shall have been validly so extended, 2011 then Borrower shall have a third option to extend the Maturity Date to February 8, 2020 (the “Third Extended Maturity Date”). Each such option (an “Extension Option”) shall be exercised only by giving written notice of such extension (an “Extension Notice”) delivered to Lender at least fifteen no earlier than one hundred twenty (15120) nor later than thirty (30) days prior to (i) the originally then-scheduled Stated Maturity Date, and in each case the case valid exercise of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request option shall be subject to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable):precedent: (a) no Event of Default exists at shall exist when Lender receives the time such request is made and applicable Extension Notice, nor on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or as the Second Extended Maturity Date, as applicablesame is scheduled prior to giving effect to the Extension Option then being exercised; (b) Not later than the first day of the applicable extension period, Borrower delivers shall obtain, execute as applicable, and deliver to Lender (i) one or more Replacement Interest Rate Cap Agreements from an Officer’s Certificate confirming Approved Counterparty, in a notional amount equal to the accuracy Outstanding Principal Balance, which Replacement Interest Rate Cap Agreement(s) shall be (A) effective for the period commencing not later than said first day of the information contained extension period and ending on the last day of the Interest Period in clause which the applicable extended Maturity Date occurs and (aB) aboveotherwise on same terms set forth in Exhibit K and at the applicable Strike Price; (ii) an Acknowledgement with respect to each such Replacement Interest Rate Cap Agreement; (iii) a Counterparty Opinion with respect to each such Replacement Interest Rate Cap Agreement and the related Acknowledgment; and (iv) a Collateral Assignment of Interest Rate Protection Agreement for each such Replacement Interest Rate Cap Agreement; (c) on or prior All amounts due and payable by Borrower pursuant to the originally scheduled Stated Loan Documents as of the applicable Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Dateand all reasonable, as the case may beout-of-pocket costs and expenses of Lender, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, including Lender’s reasonable attorneys’ fees and which extension or new agreement is disbursements shall have been paid in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annumfull; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount fee, for each such Extension Option, equal to one quarter of one percent (0.25%) % of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extensionOutstanding Principal Balance; and (je) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents The Debt Service Coverage Ratio as Lender may reasonably request to confirm the continued validity of the Loan Documents applicable Maturity Date, and the continued validity, perfection and priority as of the Liens thereof as so extendeddate of exercise of any Extension Option, shall be not less than 1.30 : 1.00. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder. Borrower may rescind any Extension Notice prior to commencement of the applicable extension period, in which case Borrower shall have no right to deliver a subsequent Extension Notice.

Extension Options. Subject to the provisions of this Section 5, Borrower shall have (i) the rightoption (the FIRST EXTENSION OPTION), at its optionby irrevocable written notice (an EXTENSION NOTICE) delivered to Lender no later thirty (30) days prior to the Initial Maturity Date, to extend the Term until (i) June 1Initial Maturity Date to November 9, 2009 2005 (the “First Extended Maturity Date”FIRST EXTENDED MATURITY DATE), (ii) June 1, 2010 the option (the “Second Extended Maturity Date”) and (iii) June 1SECOND EXTENSION OPTION), 2011 (the “Third Extended Maturity Date”) by giving notice of such extension delivering to Lender at least fifteen an Extension Notice no later than thirty (1530) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) to extend the First Extended Maturity DateDate to November 9, in 2006 (the case of extending the Term until the Second Extended Maturity Date SECOND EXTENDED MATURITY DATE), and (iii) the option (the THIRD EXTENSION OPTION), by delivering to Lender and Extension Notice no later than thirty (30) days prior to the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or to November 9, 2007 (the Third Extended Maturity Date, as THIRD EXTENDED MATURITY DATE). Borrower's right to so extend the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will shall be so extended, which extension will be granted upon subject to the satisfaction of each of the following conditions (precedent as applicable): (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (c) on or prior to delivery of the originally scheduled Stated applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, prior to such extension hereunder: i. No Monetary Default or Event of Default shall have occurred and be continuing both on the date Borrower either delivers the Extension Notice and on the Initial Maturity Date (ior the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be); ii. Borrower shall obtain and deliver to Lender not later than one (1) extends Business Day prior to the first day of the term of the Loan as extended one or more Replacement Interest Rate Protection Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the period commencing on the day immediately following the then applicable Maturity Date (prior to giving effect to the applicable Extension Option) and ending on the last day of the Interest Period in which the one (1) year anniversary of such date occurs; iii. Borrower shall deliver a Counterparty Opinion with respect to the Replacement Interest Rate Agreement to a and the related Acknowledgment; iv. On or before the date not earlier than the First Extended Maturity Date, immediately preceding the Second Extended Maturity Date or and the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderExtension Fee.

Extension Options. (a) The Borrower shall have may: (i) by submitting an Extension Request duly executed by it to the rightAgent no later than the date falling 45 days (or any other shorter period as may be agreed by the Agent (acting on the instructions of the Majority Lenders)) prior to the Initial Maturity Date (or if such date is not a Business Day, at its optionthe immediately preceding Business Day), request to extend the Term until (i) June 1, 2009 (Initial Maturity Date in respect of each Loan to the “First Extended Maturity Date”), ; (ii) June 1(if the Initial Maturity Date has already been extended to the Extended Maturity Date pursuant to this Clause 6.2) by submitting an Extension Request duly executed by it to the Agent no later than the date falling two Months prior to the Extended Maturity Date (or if such date is not a Business Day, 2010 (then the “immediately preceding Business Day), request to extend the Extended Maturity Date in respect of each Loan to the Second Extended Maturity Date”) and ; and (iii) June 1, 2011 (if the “Third Extended Maturity Date”Date has already been extended to the Second Extended Maturity Date pursuant to this Clause 6.2) by giving notice of such extension submitting an Extension Request duly executed by it to Lender at least fifteen (15) days the Agent no later than the date falling two Months prior to the Second Extended Maturity Date (i) or if such date is not a Business Day, then the originally scheduled Stated immediate preceding Business Day), request to extend the Second Extended Maturity Date, Date in respect of each Loan to the case of extending the Term until the First Third Extended Maturity Date, (each such extension, an “Extension”). (b) Each Extension Request is irrevocable. (c) Upon receipt of an Extension Request, the Agent shall promptly forward a copy thereof to each Lender. (d) In respect of the Extension under paragraph (a)(i) above only, the Extension shall become effective if each of the following conditions has been satisfied, and the Agent shall notify the Borrower and the Lenders promptly upon being so satisfied: (i) on the date of the Extension Request and the Initial Maturity Date: (A) none of the circumstances described under C▇▇▇▇▇ 7.2 (Change of control) has occurred; (B) no Default is continuing or would result from the proposed Extension; (C) the Repeating Representations are true and accurate in all material respects; and (D) the Agent’s receipt of evidence (in form and substance reasonably satisfactory to the Majority Lenders) of completion of all necessary approvals, filings and registrations from all the relevant Governmental Agencies in respect of the Extension and the Finance Documents; and (ii) on or before the First Extended Initial Maturity Date, the Borrower has paid to the Agent (for the account of the Lenders in such proportion as the Lenders may agree) an extension fee in the case amount set out in a Fee Letter. (e) In respect of extending an Extension under paragraph (a)(ii) and paragraph (a)(iii) above only, the Term until Extension shall become effective if each of the Second following conditions has been satisfied, and the Agent shall notify the Borrower and the Lenders promptly upon being so satisfied: (i) on the date of the Extension Request and (in respect of the Extension under paragraph (a)(ii) above) the Extended Maturity Date and or (iiiin respect of the Extension under paragraph (a)(iii) above) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each : (A) none of the following conditions circumstances described under C▇▇▇▇▇ 7.2 (as applicable): (aChange of control) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicablehas occurred; (bB) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) aboveLTV Ratio is not higher than [*]%; (cC) on no Default is continuing or prior to would result from the originally scheduled Stated Maturity Date, proposed Extension; (D) the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or Repeating Representations are true and accurate in all material respects; (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, Borrower has paid to the Second Extended Maturity Date or Agent (for the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount account of the then outstanding Principal and is otherwise on Lenders in such proportion as the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%Lenders may agree) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an the amount equal to one quarter of one percent (0.25%) of the then-outstanding Principalset out in a Fee Letter; (giii) (if required by applicable laws and regulations) the option Agent has received evidence (in form and substance reasonably satisfactory to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%Majority Lenders) of completion of all the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid necessary approvals, filings and registrations from all the relevant Governmental Agencies in full or (y) respect of the term of such Approved Mezzanine Loan has been extended, such that Extension and the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extensionFinance Documents; and (jiv) If requested the consent to the relevant Extension by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderMajority Lenders has been obtained.

Extension Options. (a) Borrower shall have the right, at its option, three (3) options to extend the Term until Maturity Date of Component A of the Loan for consecutive one (i1) June 1year periods (each, 2009 (the an “First Extended Maturity DateExtension Option”). In order to exercise the first such extension right, (ii) June 1, 2010 (the “Second Extended Maturity Date”) and (iii) June 1, 2011 (the “Third Extended Maturity Date”) by giving Borrower shall deliver to Lender written notice of such extension to Lender at least fifteen no earlier than ninety (1590) days prior to and no later than thirty (i30) days before the originally scheduled Stated Maturity DatePayment Date occurring in December 2014, in the case of extending the Term until the First Extended Maturity Dateand, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt upon giving of such request notice of extension, and subject to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Initial Maturity Date as theretofore in effect will be extended to the Component A First Extended Maturity Date. In order to exercise the second such extension right, Borrower shall deliver to Lender written notice of such extension no earlier than ninety (90) days and no later than thirty (30) days before the Payment Date occurring in December 2015 and, upon the giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Maturity Date as theretofore in effect will be extended to the Component A Second Extended Maturity Date. In order to exercise the third such extension right, Borrower shall deliver to Lender written notice of such extension no earlier than ninety (90) days and no later than thirty (30) days before the Payment Date occurring in December 2016 and, upon the giving of such notice of extension, and subject to the satisfaction of each of the applicable conditions set forth below in Section 2.3.6(b) on or before the applicable date specified below, the Component A Maturity Date as theretofore in effect will be extended to the Component A Third Extended Maturity Date. (b) The Component A Maturity Date shall be extended pursuant to Borrower’s notice as set forth in Section 2.3.6(a); provided that in each case the following conditions are satisfied: (as applicable): (aA) no Event of Default exists at the time such request is made shall be in existence and continuing either on the originally scheduled Stated date of Borrower’s notice or on the then current Component A Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (cB) on or prior to the originally scheduled Stated applicable Component A Maturity Date, Borrower shall enter into an interest rate protection agreement (or extend the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (ithen existing Interest Rate Cap Agreement) extends through the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which applicable extension or new agreement is in respect of a notional amount of for the then outstanding Principal principal balance of Component A and is otherwise on the same substantially similar terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) conditions of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender initial Interest Rate Cap Agreement entered into in connection with Component A and shall provide with respect to any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm new Interest Rate Cap Agreement an assignment of interest rate cap agreement with respect thereto in the continued validity form of the Loan Documents Assignment of Interest Rate Cap Agreement, together with an opinion of counsel to the counterparty with respect thereto, each reasonably acceptable to Lender and (C) with respect to the continued validity, perfection and priority exercise of the Liens thereof as so extended. If Borrower is unable to satisfy all third Extension Option only, the Extension Debt Yield based upon the period ending on the last day of the foregoing conditions within calendar month immediately preceding the applicable time frames for each, Lender shall have no obligation to extend calendar month in which the Stated then current Component A Maturity Date hereunderoccurs shall equal or exceed seventeen and one-half percent (17.50%).

Extension Options. Borrower shall have the right, at its option, may elect to extend the Term until term of the Initial Maturity Date for up to two (ii2) June 1an initial term of eleven (11) months, 2009 and (the ii) a subsequent termterms of twelve (12) months each (each, an “First Extended Maturity DateExtension Term”), (ii) June 1, 2010 (the “Second Extended Maturity Date”) and (iii) June 1, 2011 (the “Third Extended Maturity Date”) by giving notice of such extension subject to Lender at least fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable):terms and conditions: (a) Borrower shall have given Administrative Agent (who shall promptly notify the Lenders) written notice of ▇▇▇▇▇▇▇▇’s exercise of the Extension Term option, by delivering a Request for Extension Term substantially in the form of Exhibit H no Event of Default exists earlier than ninety (90) days, and at least thirty (30) days, before the time such request is made and on the originally scheduled Stated Initial Maturity Date, the First Extended Maturity Date or the Second Extended extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy no Default or Event of Default shall exist as of the information contained date of the notice required in clause subsection (ai) aboveherein, as of the Initial Maturity Date, or as of the extended Maturity Date; (c) all representations and warranties contained in Article 5 shall be true and accurate in all material respects at the Initial Maturity Date or the extended Maturity Date, as applicable (except to the extent that any such representation or warranty (i) relates to a specific earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, or (ii) is already qualified by materiality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects); (d) Borrower shall have delivered to Administrative Agent (i) a pro forma Borrowing Base Certificate and (ii) an updated Beneficial Ownership Certification, if there have been any changes in relation to Borrower since the date of delivery of the Beneficial Ownership Certification previously delivered to the Administrative Agent; and (e) payment of the Extension Fee to Administrative Agent has been made by Borrower on or prior to the originally scheduled Stated Maturity Date, the First Extended Initial Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended extended Maturity Date, as applicable. If Administrative Agent determines in its reasonable discretion that the conditions to extension have been satisfied, Administrative Agent shall so notify Borrower and so long as no Default or Event of Default exists (as set forth in (ii) enters into a new interest rate protection agreement which expires no earlier than above), the First Extended term shall be extended as provided herein without further action by any party. In connection with any extension of any Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity DateBorrower, the Debt Yield for Administrative Agent and each Lender may make such amendments to this Agreement as the twelve (12)-month period ending May 31Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Section 9.11. For the avoidance of doubt, 2009 (or notwithstanding anything to the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Datecontrary herein, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If the first Extension Term may be requested by Lender▇▇▇▇▇▇▇▇ and, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request subject to confirm the continued validity satisfaction of the Loan Documents terms and conditions herein, shall be granted by the continued validityLenders, perfection and priority (ii) any subsequent Extension Term may be requested by ▇▇▇▇▇▇▇▇, and such request shall be granted or denied in the sole discretion of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunderLenders.

Extension Options. Borrower shall have the right, at its option, to extend the Term Stated Maturity Date until (i) June March 1, 2009 2008 (the “First Extended Maturity Date”), (ii) June March 1, 2010 2009 (the “Second Extended Maturity Date”) and (iii) June March 1, 2011 2010 (the “Third Extended Maturity Date”) by giving notice of such extension to Lender at least fifteen (15) 15 days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of any such request to extend the Term until the First Extended Stated Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable):conditions: (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above;; and (c) on or prior to the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the each Loan Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of: (A) with respect to the Tranche A Interest Rate Protection Agreement, the maximum amount of the then outstanding Tranche A Principal and is (B) with respect to the Tranche B Interest Rate Protection Agreement, the Tranche B Notional Amount and are otherwise on the same terms set forth in Section 2.6.1 2.6 hereof and has the effect of capping LIBOR at six percent (6%X) 6.00% per annum; annum with respect to the Tranche A Interest Rate Protection Agreement and (dY) in 4.50% per annum with respect to the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (j) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extendedTranche B Interest Rate Protection Agreement. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.

Extension Options. Borrower shall have the right, at its option, to extend the Term until (i) June 1, 2009 (the “First Extended Maturity Date”), (ii) June 1, 2010 (the “Second Extended Maturity Date”) and (iii) June 1, 2011 (the “Third Extended Maturity Date”) by giving notice of such extension to Lender at least fifteen (15) days prior to (i) the originally scheduled Stated Maturity Date, in the case of extending the Term until the First Extended Maturity Date, (ii) the First Extended Maturity Date, in the case of extending the Term until the Second Extended Maturity Date and (iii) the Second Extended Maturity Date, in the case of extending the Term until the Third Extended Maturity Date. Upon receipt of such request to extend the Term until the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as the case may be, Lender will promptly confirm to Borrower in writing whether or not the Stated Maturity Date will be so extended, which extension will be granted upon the satisfaction of each of the following conditions (as applicable): (a) no Event of Default exists at the time such request is made and on the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (b) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (a) above; (c) on or prior to the originally scheduled Stated Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, or (ii) enters into a new interest rate protection agreement which expires no earlier than the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable, and which extension or new agreement is in respect of a notional amount of the then outstanding Principal and is otherwise on the same terms set forth in Section 2.6.1 hereof and has the effect of capping LIBOR at six percent (6%) per annum; (d) in the case of extending the Term until the Second Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2009 (or the most recently completed twelve (12)-month period for which information is available) is at least twelve percent (12%); (e) in the case of extending the Term until the Third Extended Maturity Date, the Debt Yield for the twelve (12)-month period ending May 31, 2010 (or the most recently completed twelve (12)-month period for which information is available) is at least thirteen percent (13%); (f) if the option to extend the Term until the Second Extended Maturity Date is exercised, Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (g) if the option to extend the Term until the Third Extended Maturity Date is exercised, Borrower shall pay to Lender on the Second Extended Maturity Date, an extension fee in an amount equal to one quarter of one percent (0.25%) of the then-outstanding Principal; (h) Either (x) any Approved Mezzanine Loan has been paid in full or (y) the term of such Approved Mezzanine Loan has been extended, such that the term of such Approved Mezzanine Loan shall expire on the First Extended Maturity Date, the Second Extended Maturity Date or the Third Extended Maturity Date, as applicable; (i) Borrower shall have paid to Lender all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Lender in connection with any such extension; and (ji) If requested by Lender, Borrower and Guarantor shall execute and deliver such documents as Lender may reasonably request to confirm the continued validity of the Loan Documents and the continued validity, perfection and priority of the Liens thereof as so extended. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.