Common use of Maturity Date Extension Clause in Contracts

Maturity Date Extension. The Borrower shall be entitled to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II

Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants set forth in Section 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., in respect of the Extension Date described in clause (ii) of the definition thereof), a Total Leverage Ratio of less than 6.20:1.00, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance). Following the delivery of an Extension Request, if (a) on the Business Day preceding the applicable Extension Date, the Borrower shall have paid to the Administrative Agent (for the account of each Lender), a non-refundable extension fee with respect to such Extension Request equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of Tranche B-1 Term Loans and Tranche B-2 Term Loans of such Lender on such day and (y) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), (b) as of such Extension Date, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or would result from any other Loan Document shall be true and correct in all material respects on and as of such extensiondate (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and (c) the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower, Parent dated as of the Extension Date, certifying that (I) the conditions set forth in the preceding clause (b) are satisfied and each Material Subsidiary (II) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants contained set forth in Article VII immediately before andSection 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., on in respect of the Extension Date described in clause (ii) of the definition thereof), a pro forma basisTotal Leverage Ratio of less than 6.20:1.00, immediately in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance), then the Maturity Date shall be automatically extended to the date occurring twelve (12) months after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliancethen existing Maturity Date. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify the Borrower and each Bank Lender of the effectiveness of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.

Maturity Date Extension. (a) The Borrower shall be entitled to extend the Maturity Date for up to two (August 2) six-month extensions, 2017; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.0750.15% of the Total Commitments that will exist total Advances outstanding as of the first day of the first or second six-month extension, as the case may be one (1) year extension (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Guarantor is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s 's delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.

Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing or would result from and (ii) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants set forth in Section 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., in respect of the Extension Date described in clause (ii) of the definition thereof), a Total Leverage Ratio of less than [ ](16):1.00, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such extensioncompliance). Following the delivery of an Extension Request, if, on the Business Day preceding the applicable Extension Date, the Borrower shall have (i) paid to the Administrative Agent (for the account of each Lender), an extension fee equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of Term Loans of such Lender on such day and (y) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), and (cii) delivered an officer’s certificate of a Responsible Officer of the Borrower certifying that (I) no Default has occurred and is continuing on such Business Day, (II) the Borrower, Parent and each Material Subsidiary Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants contained set forth in Article VII immediately before andSection 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., on in respect of the Extension Date described in clause (ii) of the definition thereof), a pro forma basisTotal Leverage Ratio of less than [ ](17):1.00, immediately after in each case as of the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery last day of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IImost recently ended Test Period (setting forth in

Maturity Date Extension. (a) The Borrower shall be entitled to extend the Maturity Date for up to two (August 2) six-month extensions, 2017; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.0750.15% of the Total Commitments that will exist total Advances outstanding as of the first day of the first or second six-month extension, as the case may be one (1) year extension (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Guarantor is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.

Maturity Date Extension. The Provided there exists no Event of Default, monetary Default or non-monetary material Default, Borrower shall be entitled have the option, once only, to extend the Maturity Date maturity date of the Loan and the Other Loan (collectively, the "Total Loan") for up to two twelve (212) six-month extensions; provided that months so long as (i) no Default then existsthe Improvements have been substantially completed as contemplated in Section 6.08, (ii) Administrative Agent shall have received a notice of the Borrower gives the Administrative Agent, at least ninety request for extension within thirty (9030) days but no more than to one hundred twenty (120) days prior to the initial Maturity Date or the First Extension scheduled Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on behalf of Lenders on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer an extension fee in an amount equal to 0.10% (ten basis points) of the Parentsum of the aggregate Principal Amount of the Total Loan and the aggregate unadvanced portion of the Total Loan (such sum, dated the "Total Commitment"), (iv) the ratio of the Total Commitment to the current market value of the Mortgaged Property remaining subject to the Mortgage as determined by an appraisal ordered and received by Administrative Agent in conjunction with the request for extension shall not exceed 70% (provided Borrower may unilaterally reduce the Total Commitment to the extent then undrawn pursuant to documentation reasonably satisfactory in form and substance to Administrative Agent), (v) the Debt Service Coverage Ratio (which for purposes of this Section 9.04 shall be calculated based on the tenants in possession of their space under Leases approved or deemed approved in accordance with this Agreement and who are then actually paying rent (i.e., not in a free rent period) as of the initial Maturity Date or to be extended and without regard to the First Extension Maturity Datelength of the period for which any such tenant shall have been paying rent) for the four (4) Measurement Periods to follow shall not be less than 1.05 to 1.0, (vi) any interest rate hedging product then in effect pursuant to Section 6.23 has been extended for the extension term for the Total Commitment (as the case same may be reduced as contemplated above and based on the then outstanding principal balance of the Loan and the Other Loan and the contemplated draw schedule then in effect with respect to the remaining unfunded Total Commitment (as the “Extension Date”same may have been so reduced)), stating that: unless the LIBO Rate with an Interest Period of one (a1) month has been less than 6.25% for the two (2) consecutive weeks prior to the maturity date to be extended, (vii) Borrower shall have delivered to Administrative Agent with the extension notice a certificate (which shall be deemed remade as of the maturity date to be extended), that the representations and warranties contained (other than those made as of a specific date) made to Administrative Agent and/or Lenders herein, in Article IV are the other Loan Documents and in any other document, certificate or statement executed or delivered to Administrative Agent and/or Lenders in connection with the Loan or the Other Loan shall be true and correct on and as of the applicable Extension date of the maturity date with the same effect as if made on such date except for Certain Changes, (viii) Borrower executes and delivers an extension agreement with respect to the Notes and the Other Note and Guarantor reaffirms its obligations under the Guaranty pursuant to documentation reasonably satisfactory in form and substance to Administrative Agent, (ix) Administrative Agent shall have received evidence reasonably satisfactory to it that the financial covenants set forth in paragraph 12 of the Guaranty continue to be satisfied and (x) Borrower shall have paid all reasonable actual, out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) of Administrative Agent in connection with such extension. Any such notice of extension by Borrower may be withdrawn by Borrower in a notice to Administrative Agent on or prior to the maturity date, so long as, in connection with such withdrawal, the amounts owed pursuant to clause (x) above are paid within ten (10) days after Administrative Agent's demand therefor but in any event on or prior to the Maturity Date as such representations and warranties (provided Borrower receives at least one (1) Business Day's notice thereof). If Borrower is unable to extend due solely to the failure to meet the Debt Service Coverage Ratio test set forth in clause (v) above, Borrower may have changed based upon events on or activities not prohibited by prior to the maturity date to be extended either (x) (subject to the prepayment provisions set forth in this Agreement) prepay the Total Loan by an amount such that upon recomputation of such Debt Service Coverage Ratio test the condition set forth in clause (v) above is then satisfied or (y) deposit cash collateral in an account under the sole dominion and control of Administrative Agent which is assigned, pledged and/or delivered to Administrative Agent pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent in an amount (bthe "Reduction Amount") no Default which if it were to be applied in prepayment of the Total Loan would result in the Debt Service Coverage Ratio test set forth in clause (v) above being satisfied or (z) deliver to Administrative Agent an irrevocable unconditional letter of credit issued by an Approved LC Bank in the Reduction Amount, which letter of credit shall name Administrative Agent as the beneficiary thereof, shall be available at sight and shall otherwise be in form and substance reasonably acceptable to Administrative Agent and can be presented for payment in the Borough of Manhattan, New York (any such letter of credit, the "Extension LC"). If an Event of Default has occurred shall occur and is continuing or would result from such extensioncontinuing, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank at the option of any such notice. In connection with any such extensionthe Required Lenders, apply the parties hereto amounts on deposit pursuant to clause (y) above or which are available under the Extension LC in reduction of the principal and/or interest under the Loan and the Other Loan as Administrative Agent shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIelect.

Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in compliance on a Pro Forma Basis with each of the covenants set forth in Section 7.11, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance). Following the delivery of an Extension Request, if (a) on the Business Day preceding the applicable Extension Date, the Borrower shall have paid to the Administrative Agent (for the account of each Lender), a non-refundable extension fee with respect to such Extension Request equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of B Term Loans of such Lender on such day, (y) the aggregate outstanding principal amount of Land Term Loans of such Lender on such day and (z) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), (b) as of such Extension Date, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or would result from any other Loan Document shall be true and correct in all material respects on and as of such extensiondate (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and (c) the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower, Parent dated as of the Extension Date, certifying that (I) the conditions set forth in the preceding clause (b) are satisfied and each Material Subsidiary (II) the Borrower is in compliance on a Pro Forma Basis with each of the covenants contained set forth in Article VII immediately before andSection 7.11, on a pro forma basisin each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance), immediately then the Maturity Date shall be automatically extended to the date occurring twelve (12) months after the extensionthen existing Maturity Date (the “Existing Maturity Date”); provided that if on the ninetieth (90th) day after such Existing Maturity Date, together with a Compliance Certificate or other reasonable supporting information demonstrating the final stated maturity of the loans and commitments under the PropCo Credit Agreement shall be earlier than the Maturity Date (after giving effect to such complianceextension under this Section 2.14), then the Maturity Date shall be the ninetieth (90th) day after such Existing Maturity Date. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify the Borrower and each Bank Lender of the effectiveness of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.