Common use of FIRST OPTION TO EXTEND Clause in Contracts

FIRST OPTION TO EXTEND. terms and provisions of this Article XXXIII. Such five-year renewal period is sometimes herein referred to as the "First Renewal Term". The conditions of such First Renewal Term shall be as follows: (a) That this Lease is in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto shall make a good faith effort to agree upon the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree within the thirty (30) day time period set forth in this subparagraph (c), the fair market Base Rent of the Premises for such First Renewal Term shall be determined by appraisal in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such fair market Base Rent and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties hereto, and a copy thereof delivered to each of the parties.

FIRST OPTION TO EXTEND. terms and provisions Borrower shall have the option to extend the term ---------------------- of the Loan from the Maturity Date (for purposes of this Article XXXIII. Such five-year renewal period is sometimes herein referred Section, "Original Maturity Date") to as the "First Renewal Term". The Extended Maturity Date, upon satisfaction of each of the following conditions of such First Renewal Term shall be as followsprecedent: (a) That As of the Original Maturity Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; (b) Borrower shall execute or cause the execution of all documents reasonably required by Lender to exercise the First Option to Extend and shall deliver to Lender, at Borrower's sole cost and expense, such title insurance endorsements reasonably required by Lender; (c) There shall have occurred no material adverse change, as determined by Lender in its sole discretion, in the financial condition of Borrower, any Guarantor, AmeriCredit Corp. or other person or entity in any manner obligated to Lender under the Loan Documents from that which existed on the Effective Date; (d) Borrower shall have provided Lender final certificate of occupancy together with such other governmental or regulatory permits, licenses and approvals as are required or necessary for the use, occupancy, and operation of the Improvements; (e) Borrower shall provide Lender a Certificate of Completion or equivalent indicating that the Improvements are 100% completed in accordance with the Plans and Specifications approved by Lender pursuant to the Building Loan Agreement. Lender shall have received an inspection report from its consultant confirming such completion; (f) Lender shall have received a lien free Down-Date Endorsement pursuant to Procedural Rule P-9b(4), and other endorsements amending the mechanic's and materialmen's lien coverage and, if applicable, deleting the pending disbursements clause pursuant to Procedural Rule P-8b(2), and if applicable, a Form T38 Endorsement pursuant to procedural Rule P-9b(3) to the Title Policy in form and content satisfactory to Lender; (g) Lender shall have received from Borrower a full and unconditional written release executed by any governmental authority, surety, or other person or entity to which Lender has issued a set aside letter or which beneficiary under any letter of credit that Lender has issued with respect to or in connection with the Loan; (h) Borrower shall provide Lender with all lease agreements. All leases, except for intercompany leases, shall require Lender's approval; (i) Borrower shall provide evidence to Lender of updates to any other consultant's reports, including but not limited to environmental reports and receipt of an "as built" survey of the Property; Except as modified by this Lease is First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Lender shall remain unmodified and in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions hereineffect. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto shall make a good faith effort to agree upon the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree within the thirty (30) day time period set forth in this subparagraph (c), the fair market Base Rent of the Premises for such First Renewal Term shall be determined by appraisal in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such fair market Base Rent and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties hereto, and a copy thereof delivered to each of the parties.

FIRST OPTION TO EXTEND. terms and provisions of this Article XXXIII. Such five-year renewal period is sometimes herein referred Borrower shall have the option to as extend the "First Renewal Term". The conditions of such First Renewal Term shall be as follows:Termination (a) That this Lease Borrower shall provide Bondowner Representative with written notice of Borrower’s request to exercise the First Option to Extend not more than ninety (90) days but not less than thirty (30) days prior to the initial Termination Date; (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the initial Termination Date, no Default shall have occurred, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; (c) Borrower shall pay to Bondowner Representative a construction loan extension fee of equal to one eighth of one percent (0.125%) of the total commitment amount of the Loan (whether disbursed or undisbursed), as determined by Bondowner Representative on the initial Termination Date. (d) Borrower shall extend the “Closing Date” under the Fixed Rate Commitment to a date not earlier than the First Extended Termination Date and shall execute any acknowledgement, agreement or other documentation of such extension that Bondowner Representative requires in connection with such extension. (e) Borrower shall execute or cause the execution of all documents reasonably required by Bondowner Representative to exercise the First Option to Extend and shall deliver to Bondowner Representative, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Bondowner Representative; (f) There shall have occurred no material adverse change, as determined by Bondowner Representative in its sole discretion, in the financial condition of Borrower, General Partner, any Guarantor or any limited partner of Borrower from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of such party was first represented to Bondowner Representative; (i) Borrower shall represent and warrant to Issuer and Bondowner Representative in writing that the Development Agreement and the other Partnership Documents are in full force and effect, and there is no event or condition which, with the giving of notice or the 18- (▇▇▇▇▇▇▇ Terrace) DWT 27809087v3 0088288-000046 passage of time or both, would constitute a material default by any party to any such document which could have a material adverse effect upon the Property, the Improvements, the LIHTCs relating thereto, or the repayment of the Loan; and (ii) any outside date set forth in any Partnership Document for the repayment of the Loan and the stabilization of the Project shall be (or shall be extended) to a date no earlier than the First Extended Termination Date; (i) Borrower shall represent and warrant to Issuer and Bondowner Representative in writing that the Subordinate Loans have been fully disbursed, and the Subordinate Loan Documents and the AHAP are in full force and effect, and there is no event or condition with, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document which would have a material adverse effect upon the Property, the Improvements, or the repayment of the Loan; and (ii) any outside date set forth in any Subordinate Loan Document for the repayment of the Loan and the stabilization of the Project shall be (or shall be extended) to a date no earlier than the First Extended Termination Date; (i) Borrower shall provide Bondowner Representative with written evidence that the Investor Limited Partner has made its Initial Capital Contribution ///[and the Second Capital Contribution]/// and the Investor Limited Partner’s commitment to make the remaining Capital Contributions is in full force and effect effect; (j) The construction of the Project shall be one hundred percent (100%) complete and Lessee is not in default lien free, as evidenced by Bondowner Representative’s receipt of a mechanic’s lien-free endorsement to the Title Policy and by Bondowner Representative’s receipt of a copy of a recorded notice of completion for the community building and a certificate of occupancy and building permit sign-off for the residential buildings; (k) The balance of proceeds of the Loan allocated in the performance of any of Financial Requirements Analysis to interest reserve, or the terms, covenants and conditions herein contained, balance in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end Borrower’s Funds Account as of the initial ten-yearTermination Date, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto shall make a good faith effort to agree upon the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree within the thirty (30) day time period set forth in this subparagraph (c), the fair market Base Rent of the Premises for such First Renewal Term shall be determined by appraisal sufficient to pay interest on the Loan until the First Extended Termination Date or Borrower shall have deposited with Bondowner Representative as Borrower’s Funds, an amount sufficient to pay any shortfall in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by interest to accrue and be owning on the parties hereto Loan through the First Extended Termination Maturity Date; (I) Borrower shall provide evidence satisfactory to Bondowner Representative of Borrower’s continued compliance with respect all TCAC achievement dates, including Borrower’s ability to such fair market Base Rent and resulting Base Rent of meet the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties heretoTCAC piaced-in-service date, and a copy thereof delivered to each of the parties.if any; and

FIRST OPTION TO EXTEND. Sublessee shall have the option to extend the Term for one (1) period of approximately three (3) years from January 1, 2008 to and including January 11, 2011 (the “First Extended Term”). This option is referred to herein as an “Extension Option”. The Extension Option may be exercised by Sublessee only by irrevocable written notice of exercise delivered to Sublessor no later than twelve (12) months prior to the expiration of the initial Term. If Sublessee does not deliver a notice of exercise by the appropriate date, then the Extension Option shall immediately terminate and be of no further force or effect and this Lease shall terminate on the Expiration Date. Sublessee’s Extension Option shall be personal to Sublessee and may not be exercised by any assignee or subtenant (other than a Permitted Transferee). Sublessee may not exercise the Extension Option if on the date of such notice Sublessee is in default (after any required notice and expiration of any applicable cure period) under this Sublease. If Sublessee becomes in default (after any required notice and expiration of any applicable cure period) under this Sublease after exercise of the Extension Option, but before the commencement of the First Extended Term, Sublessor may, in its sole discretion and in addition to its other remedies under this Lease, elect to terminate such extension by notice in writing to Sublessee, whereupon the Term shall expire without any such extension. Upon such exercise, the parties shall be obligated under all the terms and provisions conditions of this Article XXXIIILease through the First Extended Term, except that (i) Sublessor shall have no obligation to alter the Premises or pay any tenant improvement or refurbishment allowance for the Extended Term, and (ii) Sublessee shall not have any additional rights to extend the Term, except to the extent Extension Options remain to be exercised under Section 20 and except as set forth in the Lessor’s Consent to Sublease as referenced above. Such five-year renewal period is sometimes herein referred to as Base Monthly Rent during the "First Renewal Term". The conditions of such First Renewal Extended Term shall be as follows: (a) That this Lease is in full force and effect and Lessee is not in default in the performance of any of the terms, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto shall make a good faith effort to agree upon the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree within the thirty (30) day time period set forth in this subparagraph (cSection 5(a), the fair market Base Rent of the Premises for such First Renewal Term shall be determined by appraisal in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such fair market Base Rent and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties hereto, and a copy thereof delivered to each of the parties.

FIRST OPTION TO EXTEND. terms and provisions Tenant shall have the option to extend the Term (“First Option to Extend”) for one (1) period of five (5) years (the “First Extended Term”) either as to the then entirety of the Leased Premises or as to the entire portion of the Leased Premises located in the Podium Area at Tenant’s election. The First Extended Term, if any, shall commence on the day following the last day of the Initial Term of this Article XXXIII. Such five-year renewal Lease and shall continue for a period is sometimes herein referred to as the "First Renewal Term"of five (5) years thereafter. The conditions of such First Renewal Term Option to Extend shall be upon all of the following conditions (each of which may be waived by Landlord in its sole discretion by written notice to Tenant): (i) if Tenant’s election is to extend the Term as follows: to the entire Leased Premises, Tenant has not subleased to third parties (aexcluding Affiliates or the Parent Entity or any Successor) That this Lease is in full force and effect and Lessee or as of the date of exercise is not in default then currently offering for sublease more than fifty percent (50%) of the Net Rentable Area in the performance of any entire Leased Premises; or (ii) if Tenant’s election is to extend the Term as to the entire portion of the termsLeased Premises located in the Podium Area, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which Tenant has not been subleased to third parties (excluding Affiliates or the Parent Entity or any Successor) or as of the date of exercise is not being remedied in then currently offering for sublease more than three (3) full Floors (which for the time limited in this Lease, purposes hereof shall exclude the Podium Roof Deck) of the Podium Area; and (iii) that no Event of Default exists hereunder at the time of exercise the giving of the right of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to Option Exercise Notice. Base Rent per annum for the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafter, the parties hereto shall make a good faith effort to agree upon the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree within the thirty (30) day time period set forth in this subparagraph (c), the fair market Base Rent of the Premises for such First Renewal Extended Term shall be determined by appraisal in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such fair market Base Rent and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by at the parties heretothen current Fair Market Rent for the First Extended Term, and a copy thereof delivered as determined pursuant to each of the partiesSection 3.02(c).

FIRST OPTION TO EXTEND. terms On the condition that Tenant is not in default beyond applicable notice and provisions cure periods in the performance of any of its covenants and obligations under this Article XXXIII. Such five-year renewal period is sometimes Lease at the time of option exercise, Tenant shall have the option ("Tenant's First Extension Option") to extend the Term for an additional term of five (5) years (herein referred to as the "First Renewal Additional Term"), the First Additional Term to commence immediately after the expiration of the Initial Term. The conditions If Tenant desires to extend the Term for the First Additional Term, then Tenant shall give notice (the "First Extension Notice") thereof to Landlord no later than the date that is eighteen (18) months prior to the scheduled expiration of such the Initial Term. Upon the timely giving of the First Renewal Extension Notice, the Term shall be as follows: (a) That deemed extended upon all of the same terms and conditions set forth in this Lease is for the Initial Term, except that the annual Base Rent payable during the First Additional Term (the "First Additional Term Annual Base Rent") shall be equal at the rate of ninety-five percent (95%) of the then current fair market annual rent for five (5) year leases of comparable premises in full force and effect and Lessee is not in default comparable buildings in the performance of any general vicinity of the termsBuilding, covenants as determined in accordance with the following paragraph. The First Additional Term Annual Base Rent shall be payable in equal monthly installments in advance on or before the first day of each calendar month during the First Additional Term. Notwithstanding the fact that Tenant's exercise of Tenant's First Extension Option shall be self-executing, as aforesaid, upon the request of either Landlord or Tenant, both Landlord and conditions herein containedTenant shall promptly execute and deliver an amendment to this Lease reflecting the First Additional Term and the First Additional Term Annual Base Rent after Tenant exercises Tenant's First Extension Option. Upon Tenant's timely exercise of Tenant's First Extension Option, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited word "Term", wherever it appears in this Lease, at shall include the time First Additional Term. Landlord shall give Tenant written notice (the "First Additional Term Rental Notice") of exercise Landlord's good faith determination of the right of renewal, but Lessor shall have First Additional Term Annual Base Rent on or before the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of date that is thirty (30) days thereafter, after Landlord's receipt of the parties hereto shall make a good faith effort to agree upon the fair market First Extension Notice. If Tenant does not accept in writing Landlord's determination of First Additional Term Annual Base Rent and if Landlord and Tenant cannot agree in writing on the First Additional Term Annual Base Rent within thirty (30) days after Tenant's receipt of the Premises for such First Renewal TermAdditional Term Rental Notice, Tenant may elect to rescind its exercise of Tenant's First Extension Option by written notice within thirty (30) days after Tenant's receipt of the First Additional Term Rental Notice. In the event that Lessor Tenant shall not elect to so rescind, then Landlord and Lessee fail Tenant shall, not later than sixty (60) days after Tenant's receipt of the First Additional Term Rental Notice, each retain a real estate professional with at least ten (10) years' continuous experience in the business of appraising or marketing commercial real estate in the Andover, Massachusetts area. The two (2) real estate professionals referred to agree in the preceding sentence as well as the Final Professional referred to below in this paragraph shall each be instructed by Landlord and Tenant that, in reaching his or her conclusion as to the First Additional Term Annual Base Rent, he or she shall take into consideration all relevant factors, including, without limitation, current market terms and leasing transactions and tenant concessions, including without limitation, the fact no tenant improvement allowance, free rent, moving expenses or other concessions will be payable to Tenant in connection with its leasing the Premises for the First Additional Term and he or she shall take into consideration the amount of brokerage commissions, if any, payable by Landlord in connection with Tenant's leasing of the Premises for the First Additional Term. The two (2) real estate professional referred to above in this paragraph shall, within the thirty (30) day time period days after his or her selection, prepare a written report summarizing his or her conclusion as to the First Additional Term Annual Base Rent. Landlord and Tenant shall exchange such reports; provided, however, that if one Party has not delivered to the other Party such a report within ninety (90) days after Tenant's receipt of the First Additional Term Rental Notice, then the determination set forth in this subparagraph the other Party's report shall be final and binding upon the Parties. If both Parties so deliver reports within such time and the lesser of the two (c)2) determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall be deemed to be the First Additional Term Annual Base Rent. If these determinations differ by more than ten (10%) percent, then Landlord and Tenant shall mutually select a person with the qualifications stated above (the "Final Professional") to resolve the dispute as to the First Additional Term Annual Base Rent. If Landlord and Tenant cannot agree upon the designation of the Final Professional within thirty (30) days after the exchange of the first valuation reports, then either party may apply to the American Arbitration Association, the fair market Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (10) days after the selection of the Final Professional, Landlord and Tenant shall each submit to the Final Professional a copy of their respective real estate professional's determination of the First Additional Term Annual Base Rent. The Final Professional shall not perform his or her own valuation but rather shall, within thirty (30) days after such submissions, select the submission which is closest to the determination of the First Additional Term Annual Base Rent which the Final Professional would have made acting alone. The Final Professional shall give notice of his or her selection to Landlord and Tenant and such decision shall be final and binding upon Landlord and Tenant. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and the losing party (i.e., the party whose submission was not selected by the Final Professional) shall pay the fees and expenses of the Premises for such First Renewal Term shall be determined by appraisal in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached by the parties hereto with respect to such fair market Base Rent and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties hereto, and a copy thereof delivered to each of the partiesFinal Professional.

FIRST OPTION TO EXTEND. terms and provisions Provided the Tenant is not in default, Tenant shall have one (1) option to extend the Term of this Article XXXIIILease for a further period of three (3) years and no months provided, however, that Tenant shall give Landlord notice of its intention to extend not less than six (6) months prior to the expiration of the original Term of this Lease. Such five-year renewal period is sometimes herein referred to as the "First Renewal Term". The conditions of such First Renewal Term Said notice shall be as follows: effective only if given in the timely manner described (atime being of the essence in relation to said notice) That this Lease is in full force and effect and Lessee provided Tenant is not in default in under the performance of any Lease on the date of the termsnotice nor on the date the original Term of the Lease is scheduled to expire. Such extended term shall be subject to all of the agreements, covenants and conditions herein containedset forth in this Lease except for (i) the Minimum Rent payable pursuant to Article III hereof which shall be as set forth hereinafter, in respect and except for (ii) further Options to Extend, as to which notice there shall be one (1). It is agreed and understood that the annual Minimum Rent for the extended period shall be equal to ninety- five (95%) percent of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise fair market rental value rate of the right Premises as of renewal, but Lessor shall have the right at its sole dis- cretion to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms Commencement Date of this Lease immediately prior extended term. The Parties shall execute an Amendment to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later than nine at least three (93) months prior to end of the initial ten-year, zero-month termsaid original expiration date memorializing said new Minimum Rent. Upon notification If the Landlord and the Tenant are unable to mutually agree in writing upon the said fair market rental value with respect to such renewal, and for a period of thirty (30) days thereafter, after Tenant's exercise of its rights hereunder the parties hereto said fair market rental value shall make be determined by a good faith effort panel of two appraisers who are members of the American Institute of Real Estate Appraisers one of whom shall be selected by landlord and one by Tenant. The two appraisers shall attempt to agree upon on the fair market Base Rent of the Premises for such First Renewal Term. In the event that Lessor said value and Lessee fail to if they cannot agree within the thirty (30) day time days, a third shall be selected by the two so nominated and a decision by the majority of these three shall be accepted as final and binding upon the Landlord and Tenant. All costs and expenses of said appraisers shall be borne in equal shares by the Landlord and the Tenant, except the said costs and expenses shall be borne by the party requesting this appraisal procedure if the figure thus determined is within ten (10%) percent of the figures proffered in writing by the other party prior to commencing selection of the appraisers. If Landlord or the Tenant shall fail to select an appraiser in accordance with the provisions hereof and such failure shall continue for a period set forth of twenty (20) days after written notice thereof by either to the other, then in this subparagraph (c), that event the appraisers selected by the party selecting an appraiser shall alone determine the fair market Base Rent value and the costs of the Premises for such First Renewal Term appraisal shall be determined by appraisal paid in the manner set forth in Article XXXV hereof. Any determination by appraisal or any agreement reached equal shares by the parties hereto with respect to such fair market Base Rent Landlord and resulting Base Rent of the Premises for such First Renewal Term shall be expressed in writing and shall be executed by the parties hereto, and a copy thereof delivered to each of the parties.Tenant. ARTICLE XXXIX ------------- 39.1 SECOND

FIRST OPTION TO EXTEND. terms and provisions Borrower shall have the option to extend the Mandatory Conversion Date (for the purposes of this Article XXXIII. Such five-year renewal period is sometimes herein referred section, the “Original Mandatory Conversion Date”) to as the "First Renewal Term". The Extended Mandatory Conversion Date, upon satisfaction of the following conditions of such First Renewal Term shall be as followsprecedent: (a) That this Lease is Borrower shall provide Bondowner Representative with written notice of Borrower’s request to exercise the First Option to Extend not more than ninety (90) days but not less than thirty (30) days prior to the Original Mandatory Conversion Date; and (b) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Mandatory Conversion Date, no Default shall have occurred, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing. (c) Borrower shall pay to Bondowner Representative an extension fee of and No/100 Dollars ($ .00); (d) Borrower shall execute or cause the execution of all documents reasonably required by Bondowner Representative to exercise the First Option to Extend and shall deliver to Bondowner Representative, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Bondowner Representative; (e) There shall have occurred no material adverse change, as determined by Bondowner Representative in its sole discretion, in the financial condition of Borrower, General Partner, or any Guarantor from that which existed as of the later of: (i) the Effective Date; or (ii) the date upon which the financial condition of such party was first represented to Bondowner Representative; (f) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Subordinate Loans and all Subordinate Loan Documents are in full force and effect and Lessee there is not no event or condition which, with the giving of notice or the passage of time or both, would constitute a material default by any party to any such document which could have a material adverse effect upon the Property, the Improvements, or the repayment of the Loan; or if there is any such event or condition, the same shall be fully disclosed to Bondowner Representative and Bondowner Representative shall have approved of the extension of the Original Mandatory Conversion Date despite the same, such approval to be granted or withheld in default Bondowner Representative’s sole discretion; (g) Bondowner Representative shall have received evidence satisfactory to Bondowner Representative that the Partnership Documents and the Investor Limited Partner’s obligations to make capital contributions thereunder are unamended and in full force and effect; (h) The rehabilitation of the Project shall be one hundred percent (100%) complete and lien free, as evidenced by Bondowner Representative’s receipt of a mechanic’s lien free endorsement to the Title Policy, an LP-10 rewrite title policy, a recorded notice of completion, a certificate of occupancy or temporary certificate of occupancy and any other licenses, consents or permits from Governmental Authorities that are necessary to permit lawful residential occupancy of all of the units in the performance of any of the termsProject and a true copy thereof delivered to Bondowner Representative; (i) If necessary, covenants and conditions herein contained, in respect to which notice of default has been given hereunder which has not been or is not being remedied in the time limited in this Lease, at the time of exercise of the right of renewal, but Lessor Borrower shall have the right at its sole dis- cretion extended to waive the non-default conditions herein. (b) ments) payable by Lessee under the terms of this Lease immediately prior to commencement of such First Renewal Term. (c) That Lessee shall exercise its right to the First Renewal Term provided herein, if at all, by notifying Lessor in writing of its election to exercise the right to renew the term of this Lease no later a date not earlier than nine (9) months prior to end of the initial ten-year, zero-month term. Upon notification with respect to such renewal, and for a period of thirty (30) days thereafterafter the First Extended Mandatory Conversion Date the applicable expiration date of any commitment with respect to the earliest date on which Investor Limited Partner shall be permitted to withdraw from the Borrower under the Partnership Documents, the parties hereto and Bondowner Representative shall make a good faith effort have received evidence satisfactory to agree upon the fair market Base Rent Bondowner Representative that such commitments are in full force and effect and no defaults have occurred thereunder; (j) Borrower shall have delivered to Bondowner Representative written evidence satisfactory to Bondowner Representative showing that (i) not less than ninety percent (90%) of the Premises for such First Renewal Term. In the event that Lessor and Lessee fail to agree Units within the Project have been leased to third party residential tenants under residential leases complying with this Loan Agreement and the Bond Documents, and (ii) not less than ninety percent (90%) of the Units within the Project have been occupied by third party residential tenants under residential leases complying with this Loan Agreement and the Bond Documents; (k) The balance in the interest reserve as of the Mandatory Conversion Date, as may be supplemented by Borrower, shall be sufficient to pay interest on the Loan until the First Extended Mandatory Conversion Date; and (l) Borrower shall have delivered to Bondowner Representative evidence satisfactory to Bondowner Representative that the date of expiration of Permanent Lender’s commitment to fund the Permanent Loan shall be not less than thirty (30) day time period set forth in days after the Original Mandatory Conversion Date. Upon extension of the Mandatory Conversion Date pursuant to this subparagraph (c)Section 3.6, the fair market Base Rent date upon which the required pay down of the Premises for such First Renewal Term Note to reduce the Note to the Permanent Loan Amount must occur shall be determined by appraisal in extended to the manner set forth in Article XXXV hereofdate of the First Extended Mandatory Conversion Date, and the maturity date of the Note shall be unaffected. Any determination by appraisal or any agreement reached Except as modified by the parties hereto with respect exercise of this First Option to such fair market Base Rent Extend, the terms and resulting Base Rent conditions of this Loan Agreement and the Premises for such First Renewal Term other Loan Documents as modified and approved by Bondowner Representative shall be expressed remain unmodified and in writing full force and shall be executed by the parties hereto, and a copy thereof delivered to each of the partieseffect.