Common use of Second Extension Option Clause in Contracts

Second Extension Option. (i) Solely in the case of the Second Extension Option, subject to satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: (A) the Borrower shall have delivered to the Administrative Agent an Extension Request in connection with the Second Extension Option in accordance with Section 2.12(a), (B) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (C) the Borrower shall have paid the Fees payable under Section 3.5.(d), and (D) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely with respect to the Extended Commitments in accordance with Section 2.12(c)(ii)) of the aggregate Revolving Credit Exposure would exceed the amount of such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the Borrower shall have repaid Loans or otherwise reduced the Revolving Credit Exposure in an amount sufficient to cure each such excess under the foregoing clause (x) or (y) (it being understood and agreed that, notwithstanding

Second Extension Option. Subject to the provisions of this Section 2.15, the Borrower shall have the option to extend the Maturity Date then in effect hereunder (the “First Extended Maturity Date”), for an additional one (1) year from the First Extended Maturity Date (the “Second Extension Option”), subject to the satisfaction of each of the following conditions: (i) Solely At least ninety (90) days and not later than thirty (30) days prior to the First Extended Maturity Date the Borrower shall notify the Administrative Agent of its exercise of the Second Extension Option; (ii) As of the date of the Borrower’s request to exercise the Second Extension Option and as of the First Extended Maturity Date no Default shall have occurred and be continuing, provided that if such Default requires the giving of notice by the Administrative Agent in accordance with Section 9.01, such notice shall have been given; (iii) The Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Second Extension OptionBorrower, subject to satisfaction of the following conditionscertifying that, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: (A) the Borrower shall have delivered to the Administrative Agent an Extension Request in connection with the Second Extension Option in accordance with Section 2.12(a), (B) immediately prior to such extension before and immediately after giving effect theretoto such extension, (x) no Default or Event of Default shall exist and (yA) the representations and warranties made or deemed made by contained in Article VI and the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date First Extended Maturity Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitydate, in which case such representation or warranty shall be they are true and correct in all respects) on and as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and except for changes in factual circumstances specifically (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and expressly permitted under (b), respectively, of Section 7.01, and (B) no Default exists; (iv) No later than the Loan Documents, (C) First Extended Maturity Date the Borrower shall have paid the Fees payable under Section 3.5.(d), and (D) if (x) immediately prior to giving effect to the Second Extension Option Administrative Agent (for the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments pro rata benefit of the Extending Lenders or (yLenders) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely with respect to the Extended Commitments an extension fee in accordance with Section 2.12(c)(ii)) of the aggregate Revolving Credit Exposure would exceed the amount of such Extending Lender’s Extended Commitment, then, on 0.20% of the First Extended Termination Date, the then Aggregate Commitments; and (v) The Borrower shall have repaid Loans or otherwise reduced paid all reasonable out-of-pocket costs and expenses incurred by the Revolving Credit Exposure Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) incurred by the Administrative Agent in an amount sufficient to cure each connection with such excess under the foregoing clause (x) or (y) (it being understood and agreed that, notwithstandingextension.

Second Extension Option. At the written request of Borrower made at least thirty (30) but not more than ninety (90) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the first anniversary of the First Extended Maturity Date, provided that the following conditions are satisfied: (i) Solely in the case of the Second Extension Option, subject The Maturity Date has previously been extended to satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: Maturity Date pursuant to the provisions of Section 3.15(a) hereof; (Aii) the Borrower Administrative Agent shall have received evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent and the Lenders; (iii) Borrower has delivered to the Administrative Agent an Extension Request in connection evidence acceptable to Administrative Agent that, as of the First Extended Maturity Date, that the outstanding balance of the Loans will not exceed the Availability Amount based on the then existing applicable metrics and Debt Service Coverage Ratio calculations; provided Borrower may pay down the Loan by such amount to ensure compliance with the Second Extension Option foregoing; SMRH:479612560.8 39 (iv) On or before the First Extended Maturity Date, Administrative Agent shall have received, on behalf of the Lenders, an extension fee in accordance with Section 2.12(a), an amount equal to fifteen one-hundredths percent (B0.15%) immediately prior to such extension and immediately after giving effect thereto, of the Aggregate Commitment; (xv) no No Default or Event of Unmatured Default shall exist have occurred and be continuing on the First Extended Maturity Date; (yvi) the All representations and warranties made hereunder or deemed made by under any of the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects as of the First Extended Maturity Date, except (except in A) to the case extent such representation and warranty is made as of a representation or warranty qualified by materialityspecified date, in which case such representation or and warranty shall be have been true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except specified date, or (B) as to any immaterial representations which Lender in good faith determines would not have a material adverse effect on the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been Property, the Borrower or the Guarantor if not true and correct in all material respects (except provided the foregoing shall in no event apply to intentional misrepresentations); (vii) Administrative Agent has received satisfactory documentation evidencing the case of a representation or warranty qualified extension executed by materialityBorrower and consented to by the Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (C) the Borrower shall have paid the Fees payable under Section 3.5.(d), all of Administrative Agent's costs and (D) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely expenses in connection with respect to the Extended Commitments such extension in accordance with Section 2.12(c)(ii)10.03; (viii) Guarantor shall have executed a reaffirmation of its Guaranty and a consent to the extension in form and content reasonably acceptable to Administrative Agent and Guarantor (provided, however, that it is the intent and agreement of the aggregate Revolving Credit Exposure would exceed parties hereto and of the amount of Guarantor that its Repayment Guaranty shall continue in full force and effect whether or not any such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the reaffirmation is obtained). (ix) Borrower shall have repaid Loans or otherwise reduced paid all costs and expenses of Administrative Agent in connection with the Revolving Credit Exposure in an amount sufficient to cure each such excess under extension of the foregoing clause Loan (including, without limitation, reasonable fees and expenses of counsel); (x) or Administrative Agent shall have been provided with an updated title report, at Borrower's sole cost and expense, covering the Properties, and appropriate title endorsements requested by Administrative Agent (yif any) shall have been issued, as reasonably requested by Administrative Agent; (it being understood xi) Borrower shall have delivered to Administrative Agent a current Borrowing Base Certificate; and (xii) Borrower and agreed that, notwithstandingGuarantor shall execute such additional documentation as is reasonably satisfactory to Administrative Agent with respect to such extension.

Second Extension Option. At the written request of Borrower made at least thirty (30) but not more than ninety (90) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the first anniversary of the First Extended Maturity Date, provided that the following conditions are satisfied: (i) Solely in the case of the Second Extension Option, subject The Maturity Date has previously been extended to satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: Maturity Date pursuant to the provisions of Section 3.15(a) hereof; (Aii) the Borrower Administrative Agent shall have received evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent and the Lenders; (iii) Borrower has delivered to the Administrative Agent an Extension Request in connection evidence acceptable to Administrative Agent that, as of the First Extended Maturity Date, that the outstanding balance of the Loans will not exceed the Availability Amount based on the then existing applicable metrics and Debt Service Coverage Ratio calculations; provided Borrower may pay down the Loan by such amount to ensure compliance with the Second Extension Option foregoing; (iv) On or before the First Extended Maturity Date, Administrative Agent shall have received, on behalf of the Lenders, an extension fee in accordance with Section 2.12(a), an amount equal to fifteen one-hundredths percent (B0.15%) immediately prior to such extension and immediately after giving effect thereto, of the Aggregate Commitment; (xv) no No Default or Event of Unmatured Default shall exist have occurred and be continuing on the First Extended Maturity Date; (yvi) the All representations and warranties made hereunder or deemed made by under any of the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects as of the First Extended Maturity Date, except (except in A) to the case extent such representation and warranty is made as of a representation or warranty qualified by materialityspecified date, in which case such representation or and warranty shall be have been true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except specified date, or (B) as to any immaterial representations which Administrative Agent in good faith determines would not have a material adverse effect on the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been Property, Borrower or Guarantor if not true and correct in all material respects (except provided the foregoing shall in no event apply to intentional misrepresentations); (vii) Administrative Agent has received satisfactory documentation evidencing the case of a representation or warranty qualified extension executed by materialityBorrower and consented to by Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (C) the Borrower shall have paid the Fees payable under Section 3.5.(d), all of Administrative Agent’s costs and (D) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely expenses in connection with respect to the Extended Commitments such extension in accordance with Section 2.12(c)(ii)10.03; (viii) Guarantor shall have executed a reaffirmation of the aggregate Revolving Credit Exposure would exceed Repayment Guaranty and a consent to the amount extension in form and content reasonably acceptable to Administrative Agent and Guarantor (provided, however, that it is the intent and agreement of the parties hereto and of Guarantor that its Repayment Guaranty shall continue in full force and effect whether or not any such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the reaffirmation is obtained). (ix) Borrower shall have repaid Loans or otherwise reduced paid all costs and expenses of Administrative Agent in connection with the Revolving Credit Exposure in an amount sufficient to cure each such excess under extension of the foregoing clause Loan (including, without limitation, reasonable fees and expenses of counsel); (x) or Administrative Agent shall have been provided with an updated title report, at Borrower’s sole cost and expense, covering the Properties, and appropriate title endorsements requested by Administrative Agent (yif any) shall have been issued, as reasonably requested by Administrative Agent; (it being understood xi) Borrower shall have delivered to Administrative Agent a current Borrowing Base Certificate; and (xii) Borrower and agreed that, notwithstandingGuarantor shall execute such additional documentation as is reasonably satisfactory to Administrative Agent with respect to such extension.

Second Extension Option. (i) Solely Provided that the Borrower duly extended the Termination Date pursuant to, and in accordance with, the case of terms and conditions Section 2.13, the Second Extension OptionBorrower may request that the Lender further extend the Termination Date to July 30, subject 2017, such extension request shall be granted to the Borrower upon the satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: : (Aa) the The Borrower shall have delivered to the Administrative Agent Lender a written request to extend the term of this Agreement not earlier than April 30, 2016 and not later than June 30, 2016; (b) The Borrower shall have delivered to the Lender an Extension Request in connection with extension fee equal to one-half of one percent (0.50%) of the Second Extension Option in accordance with Section 2.12(a)Principal Amount as of July 30, 2016, on or before the Termination Date; (Bc) immediately prior to such extension and immediately after giving effect thereto, (x) no No Default or Event of Default shall exist have occurred and shall be continuing at the time the Lender receives the Borrower’s written request for the extension nor on July 30, 2016; (yd) the All representations and warranties made or deemed made by under this Agreement (including, without limitation, the Borrower representation in Section 6.19) and each the other Loan Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date July 30, 2016, except to the extent that the Lender accepted exceptions to such representations and warranties expressly relate solely at the time that the applicable Eligible Loan was added to an earlier date the Eligible Loan Pool or accepts such exception at the time of the extension; (in which case e) [intentionally omitted]; (f) The Borrower shall pay, on or before the succeeding Termination Date, any amount necessary pursuant to Section 2.07(c) to meet the Targeted Repayment Schedule of any Eligible Loan having a Targeted Repayment Schedule requiring such representations and warranties shall have been true and correct in all material respects (except in payments on or before the case of a representation or warranty qualified by materialitysucceeding Termination Date; provided, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documentshowever, (C) that the Borrower shall have paid the Fees payable under Section 3.5.(d)not be required to pay any Prepayment Fee (other than actual, and (Dout of pocket LIBOR breakage costs, if any, as a result of such payment being made other than on a Payment Date) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely with respect to amounts prepaid pursuant to this clause (f); (g) The Borrower shall execute any agreements, documents or amendments to the Extended Commitments Credit Documents reasonably requested by the Lender to document such extension (which amendments shall not change the terms of this Agreement other than to extend the term hereof); and (h) The Borrower shall pay all costs and expenses incurred by the Lender in accordance connection with Section 2.12(c)(ii)) such extension of this Agreement, including the aggregate Revolving Credit Exposure would exceed the amount of such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the Borrower shall have repaid Loans or otherwise reduced the Revolving Credit Exposure in an amount sufficient to cure each such excess under the foregoing clause (x) or (y) (it being understood and agreed that, notwithstandingreasonable attorneys’ fees.

Second Extension Option. (i) Solely in the case of the Second Extension Option, subject to satisfaction of the following conditions, the then current Termination Date with respect to the Extended Commitments shall be extended for one year, effective upon the First Extended Termination Date: (A) the Borrower shall have delivered to the Administrative Agent an Extension Request in connection with the Second Extension Option in accordance with Section 2.12(a), (B) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (C) the Borrower shall have paid the Fees payable under Section 3.5.(d), and (D) if (x) immediately prior to giving effect to the Second Extension Option the aggregate Revolving Credit Exposure of all Lenders exceeds the aggregate Extended Commitments of the Extending Lenders or (y) immediately upon giving effect to the Second Extension Option any Extending Lender’s Commitment Percentage (recalculated solely with respect to the Extended Commitments in accordance with Section 2.12(c)(ii)) of the aggregate Revolving Credit Exposure would exceed the amount of such Extending Lender’s Extended Commitment, then, on the First Extended Termination Date, the Borrower shall have repaid Loans or otherwise reduced the Revolving Credit Exposure in an amount sufficient to cure each such excess under the foregoing clause (x) or (y) (it being understood and agreed that, notwithstandingnotwithstanding Section 3.2 or anything herein to the contrary, any repayment of principal of or interest on the Loans in accordance with this clause (D)(x) shall be paid to the Administrative Agent for the account of those Lenders with Commitments other than Extended Commitments pro rata in accordance with their respective Commitments (exclusive of Extended Commitments). At any time prior to the effectiveness of the Second Extension Option, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (B)(x) and (B)(y).