Common use of Note to Borrower Clause in Contracts

Note to Borrower. If one or more term loan tranches have been established, insert a separate chart for each such facility. Complete a new row for each Committed Borrowing being prepaid. 3 In the case of Alternative Currency Term Rate Loans denominated in Canadian Dollars, only 1 or 3 month interest period ERP OPERATING LIMITED PARTNERSHIP By: Equity Residential, its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] For the calendar year ended ___________________1 Bank of America, N.A., as Administrative Agent for the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit Agreement dated as of October 26, 2022 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among ERP Operating Limited Partnership (the “Borrower”), the banks party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned Responsible Officer of the Borrower hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Sustainability Certificate to the Administrative Agent on behalf of the Borrower, and that: 1. attached is a true and correct copy of the cover page and the summary page(s) setting forth the Sustainability Rating from the GRESB Benchmark Report for the most recently ended calendar year. 2. the Borrower’s Sustainability Rating is ____________________. 3. the Sustainability Rating Change for the most recently ended calendar year is __________________, calculated as follows: A. Current Sustainability Rating: B. Sustainability Rating for the immediately preceding calendar year: C. Change in Sustainability Ratings (Line A—Line B): D. Sustainability Rating Change (Line C ÷ Line B): % 4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.01%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least two percent (2.0%), but less than four percent (4.0%), over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 90]. 1 the fiscal year most recently ended. [4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.02%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least four percent (4.0%) over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 92].]

Note to Borrower. If one or more term loan tranches have been established, insert a separate chart for each such facility. Complete For multiple conversions or continuations for a particular facility, fill out a new row for each Committed Borrowing being prepaid. conversion or continuation 3 In the case of Alternative Currency Term Rate Loans denominated in Canadian Dollars, only 1 or 3 month interest period ERP OPERATING LIMITED PARTNERSHIP By: Equity Residential, its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] For the calendar year ended ___________________1 To: Bank of America, N.A., as Administrative Agent for the Banks party Re: Competitive Bid Quote to the Credit Agreement referred to below Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit Agreement dated as of October 26, 2022 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among ERP Operating Limited Partnership (the “Borrower”), the banks party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned Responsible Officer of the Borrower hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized ) In response to execute and deliver this Sustainability Certificate to the Administrative Agent your invitation on behalf of the BorrowerBorrower dated [________ , and that20__], we hereby make the following Competitive Bid Quote on the following terms: 1. attached is a true and correct copy of the cover page and the summary page(s) setting forth the Sustainability Rating from the GRESB Benchmark Report for the most recently ended calendar year. 2. the Borrower’s Sustainability Rating is Quoting Bank: ____________________.____________ 32. the Sustainability Rating Change for the most recently ended calendar year is Person to contact at Quoting Bank: __________________, calculated as follows:___________ A. Current Sustainability Rating: B. Sustainability Rating for the immediately preceding calendar year: C. Change in Sustainability Ratings (Line A—Line B): D. Sustainability Rating Change (Line C ÷ Line B): %3. Date of Borrowing: * 4. We hereby offer to make Competitive Bid Loan(s) in the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.01%following principal amounts, because the Sustainability Rating for the most recently ended calendar year either following Interest Periods and at the following rates: Principal Amount** Interest Period*** Competitive Bid [Margin****] and applicable base rate [Absolute Rate*****] $ $ [Provided, that the aggregate principal amount of Competitive Bid Loans for which the above offers may be accepted shall not exceed $ .]** We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Revolving Credit Agreement dated as of October 26, 2022, among ERP Operating Limited Partnership, the banks party thereto, and yourselves, as Administrative Agent (ias amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), irrevocably obligates us to make the Competitive Bid Loan(s) reflects for which any offer(s) are accepted, in whole or in part. Terms used herein have the meanings assigned to them in the Agreement. Very truly yours, [NAME OF BANK] Dated:_______________ By: Authorized Officer * As specified in the related Invitation. ** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $3,000,000 or a larger multiple of $100,000. *** 1, 3 or 6 months in the case of a Term SOFR Auction and not be less than 7 days in the case of an improvement Absolute Rate Auction or a Daily Simple SOFR Auction, in each case, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. **** Margin over or under Term SOFR determined for the applicable Interest Period or Daily Simple SOFR, as applicable. Specify percentage (to the nearest 1/10,000 of at least two percent 1%) and specify whether “PLUS” or “MINUS”. ***** Specify rate of interest per annum (2.0to the nearest 1/10,000th of 1%), but less than four percent . TRANSFER SUPPLEMENT (4.0%this “Transfer Supplement”), over dated as of [________ , 20__], between (the Sustainability Rating for “Assignor”) and having an address at ____________ (the immediately preceding calendar year or (ii) is at least 90]. 1 the fiscal year most recently ended. [4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.02%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least four percent (4.0%) over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 92]“Purchasing Bank”).]

Note to Borrower. If one or more term loan tranches have been establishedFor multiple borrowings, insert conversions and/or continuations for a separate chart for each such particular facility. Complete , fill out a new row for each Committed Borrowing being prepaidborrowing/conversion and/or continuation. Insert an additional chart for each Incremental Term Loan Facility added pursuant to Section 2.16 of the Agreement. 3 In Or such other period that is twelve months or less requested by the case of Alternative Currency Term Borrower and consented to by all the Revolving Lenders. Indicate: Borrowing or Conversion or Continuation Indicate: Requested Amount Indicate: Base Rate Loan or Eurodollar Rate Loan or LIBOR Floating Rate Loan For Eurodollar Rate Loans denominated in Canadian DollarsIndicate: Interest Period (e.g. 1, only 1 3 or 3 6 month interest period ERP OPERATING LIMITED PARTNERSHIP period4) The Loans, if any, borrowed hereunder shall be disbursed to the following bank for credit by that bank to the following deposit account: [The Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01[(a)/(b)] of the Agreement. The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the proposed Credit Extension.]5 EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Equity ResidentialEmpire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] For 4 Or such other period that is twelve months or less requested by the calendar year ended ___________________1 Borrower and consented to by all the Term Lenders. 5 Only applicable to a Borrowing To: Bank of America, N.A., as Administrative Agent for the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is hereby made to that certain Revolving Amended and Restated Credit Agreement Agreement, dated as of October 26August 29, 2022 2017 (as the same may be amended, supplementedrestated, restated extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”, ;” the terms defined therein being used herein as therein defined), among ERP Operating Limited Partnership Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the banks Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, and the L/C Issuers and Swing Line Lenders from time to time party thereto. The Revolving Lenders are invited to make Competitive Loans: 1. On (a Business Day). 2. In an aggregate amount not exceeding $ (with any sublimits set forth below)1. 3. Comprised of (select one):2 ☐ Competitive Loans based on an Absolute Rate ☐ Competitive Loans based on Eurodollar Rate 1 days/mos $ 2 days/mos $ 3 days/mos $ 4. The Competitive Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.03(a) of the Agreement. 1 Shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 2 Shall not be a request for more than three (3) different Interest Periods, shall be subject to the definition of “Interest Period” and shall not end later than the Maturity Date. The Borrower hereby authorizes the Administrative Agent to deliver this Competitive Bid Request to the Revolving Lenders. Responses by the Revolving Lenders must be in substantially the form of Exhibit B-2 to the Agreement and must be received by the Administrative Agent by the time specified in Section 2.03 of the Agreement for submitting Competitive Bids. EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of August 29, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers and Swing Line Lenders from time to time party thereto. In response to the Competitive Bid Request dated , , the undersigned offers to make the following Competitive Loan(s): 1. Borrowing date: (a Business Day). 2. In an aggregate amount not exceeding $ (with any sublimits set forth below). 3. Comprised of: 1 days/mos $ (- +) % 2 days/mos $ (- +) % 3 days/mos $ (- +) % * Expressed in multiples of 1/100th of a basis point. Contact Person: Telephone: By: Name: [Type Signatory Name] Title: [Type Signatory Title] ****************************************************************************** The offers made above are hereby accepted in the amounts set forth below: $ $ $ EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] Date: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of August 29, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Note is one of the Revolving Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Note is also entitled to the benefits of the Guaranty Agreement. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. To the extent any provision of this Revolving Note conflicts with or is inconsistent with the Agreement, the Agreement shall control. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Note. THIS REVOLVING NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of August 29, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation, Empire State Realty OP, L.P., a Delaware limited partnership, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers and Swing Line Lenders from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty Agreement. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. To the extent any provision of this Term Note conflicts with or is inconsistent with the Agreement, the Agreement shall control. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND THE LENDER HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. EMPIRE STATE REALTY OP, L.P., a Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] ☐ Check for distribution to PUBLIC and Private side Lenders1 Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of August 29, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and the L/C Issuers from time to time party thereto. The undersigned Responsible Officer of the Borrower Parent hereby certifies as of the date hereof that he/she is the of the BorrowerParent, and that, as such, he/she is authorized to execute and deliver this Sustainability Certificate to the Administrative Agent on behalf of the BorrowerParent, and that: 1. The Parent and the Borrower have delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement (or the Parent’s Annual Report on Form 10-K (satisfying the SEC’s requirements for 10-K filings) in lieu thereof as permitted under Section 6.01(a) of the Agreement) for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Parent and the Borrower have delivered the unaudited financial statements required by Section 6.01(b) of the Agreement (or the Parent’s Quarterly Report on Form 10-Q (satisfying the SEC’s requirements for 10-Q filings) in lieu thereof as permitted under Section 6.01(b) of the Agreement) for the fiscal quarter of the Parent ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Consolidated Group in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 1 If this is not checked, this certificate will only be posted to Private side Lenders. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Loan Parties during the accounting period covered by such financial statements. 3. A review of the activities of the Loan Parties during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Loan Parties performed and observed all their Obligations under the Loan Documents, and 4. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate. 5. Attached hereto as Schedule 2 is a true and correct copy accurate calculation of the cover page Net Operating Income and Unencumbered NOI attributable to each Unencumbered Eligible Property as of the summary page(s) setting forth the Sustainability Rating from the GRESB Benchmark Report for the most recently ended calendar yearFinancial Statement Date. 2. the Borrower’s Sustainability Rating is ____________________. 3. the Sustainability Rating Change for the most recently ended calendar year is __________________, calculated as follows: A. Current Sustainability Rating: B. Sustainability Rating for the immediately preceding calendar year: C. Change in Sustainability Ratings (Line A—Line B): D. Sustainability Rating Change (Line C ÷ Line B): % 4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.01%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least two percent (2.0%), but less than four percent (4.0%), over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 90]. 1 the fiscal year most recently ended. [4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.02%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least four percent (4.0%) over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 92].]

Note to Borrower. If one or more term loan tranches have been established, insert a separate chart for each such facility. Complete For multiple borrowings for a particular facility, fill out a new row for each Committed Borrowing being prepaidborrowing. 3 In the case of Alternative Currency Term Rate Loans denominated in Canadian Dollars, only 1 or 3 month interest period Proceeds of such Loans are to be distributed as follows: _________________. The Borrower hereby certifies that the conditions precedent contained in Section 3.2 of the Credit Agreement are satisfied on the date hereof and will be satisfied on the date of the proposed Borrowing. ERP OPERATING LIMITED PARTNERSHIP By: Equity Residential, its general partner By: Name: [Type Signatory Name] Title: [Type Signatory Title] For the calendar year ended ___________________1 Bank of America, N.A., as Administrative Agent for the Banks party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is hereby made to that certain Revolving Credit Agreement dated as of October 26, 2022 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among ERP Operating Limited Partnership (the “Borrower”), the banks party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned Responsible Officer of the Borrower hereby certifies as requests on [INSERT REQUESTED DATE] (a Business Day):2 Indicate: Conversion or Continuation Indicate: Borrower or Qualified Borrower Name Indicate: Requested Amount Indicate: Currency Indicate Group of the date hereof that he/she is the Loans: Base Rate Loans, Daily SOFR Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans For Continuation of the Borroweror Conversion to Term SOFR Loans and Continuation of Alternative Currency Term Rate Loans Indicate: Interest Period (e.g., and that1, as such, he/she is authorized to execute and deliver this Sustainability Certificate to the Administrative Agent on behalf of the Borrower, and that: 1. attached is a true and correct copy of the cover page and the summary page(s) setting forth the Sustainability Rating from the GRESB Benchmark Report for the most recently ended calendar year. 2. the Borrower’s Sustainability Rating is ____________________. 3. the Sustainability Rating Change for the most recently ended calendar year is __________________, calculated as follows: A. Current Sustainability Rating: B. Sustainability Rating for the immediately preceding calendar year: C. Change in Sustainability Ratings (Line A—Line B): D. Sustainability Rating Change (Line C ÷ Line B): % 4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.01%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least two percent (2.0%), but less than four percent (4.0%), over the Sustainability Rating for the immediately preceding calendar year 3 or (ii) is at least 90]. 1 the fiscal year most recently ended. [4. the Borrower has satisfied the requirements for a Sustainability Adjustment and qualifies for a Sustainability Metrics Adjustment Amount of negative 0.02%, because the Sustainability Rating for the most recently ended calendar year either (i) reflects an improvement of at least four percent (4.0%) over the Sustainability Rating for the immediately preceding calendar year or (ii) is at least 92].]6 month interest period)3