Common use of Extension of Initial Maturity Date Clause in Contracts

Extension of Initial Maturity Date. The Borrower shall have a one time ---------------------------------- option, exercisable as hereinafter provided, to extend the Initial Maturity Date of the Notes for an additional one year period (the "Renewal Term") to the first anniversary of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior to the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurred. (ii) The Agents shall have received no later than ninety (90) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option to extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid to the Administrative Agent for the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain true and correct in all material respects as of the Initial Maturity Date. If the Initial Maturity Date has been extended as provided in this Section 2.01(b), the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and the Borrower shall have the right to extend the Expiration Date to the new Maturity Date. After the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, or any increase in the Letter of Credit Exposure and shall repay the Advances in accordance with the provisions of Section 2.05.

Extension of Initial Maturity Date. The Subject to the provisions of this SECTION 2.9, Borrower shall have a one time ---------------------------------- optionmay, exercisable as hereinafter providedby notice (the "EXTENSION NOTICE") delivered to Agent no later than 60 days prior to the Initial Maturity Date, extend the Maturity Date to June 28, 2001. Borrower's right to extend the Initial Maturity Date shall be subject to the satisfaction of the Notes for an additional one year period following conditions precedent as of the delivery of the Extension Notice (the "Renewal Term"except as to CLAUSES (a) to the first anniversary and (f) below) and as of the Initial Maturity Date upon the completion by the Borrower Date: (a) no Default or Event of the following conditions Default shall have occurred and be continuing; (b) no Event of Default shall have occurred more than twice prior to the Initial Maturity Date (regardless of whether such Default or Event of Default had been cured prior to the satisfaction delivery of the Agents.Extension Notice); (ic) No Default which has not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurred. (ii) The Agents shall have received no later than ninety (90) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option to extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid to the Administrative Agent for the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to Agent together with the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) Extension Notice a Borrowing Base Certificate dated certificate which shall be deemed remade as of the Initial Maturity Date based upon executed by an authorized officer of Borrower having actual knowledge sufficient to make such certification, representing and warranting to Agent that (i) the new Appraisals. Loan Documents are in full force and effect, (vii) Ifthe Loan Documents constitute the valid and binding obligations of Borrower and the other Borrower Parties enforceable in accordance with their terms, based upon subject, as to enforceability, to applicable bankruptcy, insolvency and similar laws affecting the Borrowing Base Certificate to be delivered rights of creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) Borrower and the other Borrower Parties do not have any offsets, counterclaims or defenses with respect to the Administrative Agent pursuant payment of the Loan or with respect to the preceding clause Loan Documents or Borrower's or the Borrower Parties' obligations and liabilities under the Loan Documents, and (iv) or as otherwise required under this Agreement, all of the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors contained in the Credit Documents Loan Documents, or otherwise made with respect to the Loan, remain true and correct in all material respects as (except to the extent of changes resulting from transactions contemplated or not prohibited by this Agreement or the Initial Maturity Date. If other Loan Documents and changes occurring in the ordinary course of business, and except to the extent that such representations and warranties relate expressly to an earlier date); (d) intentionally omitted; (e) there shall not have occurred any change, event or condition which has a Material Adverse Effect; (f) the Loan-to-Value Ratio is equal to or less than 65% (based upon the Second Appraisals); and (g) Borrower shall have paid Agent on or prior to the Initial Maturity Date has been extended as provided an additional commitment fee in this Section 2.01(b), an amount equal to the aggregate Banks' Commitments shall be capped at product of (i) the then outstanding principal balance of all Advances the Loan and (ii) one-eighth of one percent (0.125%). As soon as practicable following an extension of the Letter of Credit Exposure and the Borrower shall have the right Maturity Date pursuant to extend the Expiration Date to the new Maturity Date. After the Initial Maturity Datethis SECTION 2.9, the Borrower will no longer have Parties and the right to request any more Advances, or any increase in the Letter of Credit Exposure Agent shall (if reasonably requested by Agent) execute and deliver an amended and restated Note and shall repay enter into such amendments to the Advances in accordance with related Loan Documents as may be necessary or appropriate to effectuate the provisions of Section 2.05this SECTION 2.9; PROVIDED, HOWEVER, that no failure by the Borrower Parties or the Agent to enter into any such amendments shall affect the rights or obligations of the Borrower Parties or the Agent with respect to the outstanding Loan.

Extension of Initial Maturity Date. The (1) Unless previously accelerated, or extended pursuant to this Section 2.6. all Obligations with respect to the Loans shall be paid in full no later than 1:00 p.m., New York time on the Initial Maturity Date. Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have a one time ---------------------------------- the option, exercisable as hereinafter providedto be exercised by giving written notice to the Administrative Agent at least one year and thirty days prior to the Initial Maturity Date (and in any event concurrently with the extension by the Senior Borrowers of the Senior Loans pursuant to Section 2.6 the Senior Credit Agreement and the extension by the Junior Mezzanine Borrowers of the Junior Mezzanine Loans pursuant to Section 2.6 of the Junior Mezzanine Credit Agreement), subject to the terms and conditions set forth in this Agreement, to extend the Initial Maturity Date of the Notes for an additional one year period by twelve (12) months to August 1, 2010 (the "Renewal Term") to “Extension Period”). The request by the first anniversary Borrower for the extension of the Initial Maturity Date upon the completion shall constitute a representation and warranty by the Borrower that no Potential Default or Event of Default then exists and that all of the following conditions prior set forth in Section 2.6(2) below shall have been satisfied on the Initial Maturity Date. Provided that all conditions to the extension required to be satisfied as of the Extension Date (as set forth in this Section 2.6) are then satisfied, the extension shall become effective concurrently with the extension of the Senior Loans and Senior Mezzanine Loans (the “Extension Date”), subject however to the further satisfaction of all conditions to the extension required to be satisfied as of the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has not been cured or waived in writing by the Administrative Agent as set forth in this Section 9.01 shall have occurred2.6). (ii2) The Agents shall have received no later than ninety (90) days prior to obligations of the Initial Maturity Date written notice from Administrative Agent and the Borrower that it intends to exercise its option Lenders to extend the Initial Maturity Date as provided in Section 2.6(1) shall be subject to the prior satisfaction of each of the Notes.following conditions precedent as determined by the Administrative Agent in its good faith judgment: (iiii) The on the Initial Maturity Date there shall exist no Potential Default or Event of Default; (ii) on or prior to the Extension Date, the Borrower shall have paid to the Administrative Agent for the account ratable benefit of each Bank the Lenders an extension fee (the “Extension Fee”) equal to the product of (A) one one-quarter of one percent (1/40.25%) times of the original principal amount of the Loan (Bwhich fee Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (iii) the aggregate amount of such Bank's outstanding Advances representations and Pro Rata Share of warranties made by the Letter of Credit Exposure as of Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Extension Date and the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid unless such Advances. (vi) The representations and warranties of the Borrower specifically relate to an earlier date, in Sections 4.04which case, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain they shall have been true and correct in all material respects as of such earlier date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 4 shall be subject to update in accordance with clause (iv) below); (iv) the Borrower Parties shall have delivered to the Administrative Agent updates of all the Schedules set forth in Article 4 hereof as of the Extension Date and as of the Initial Maturity Date. If , and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (v) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate dated as of the Extension Date and as of the Initial Maturity Date has been extended as provided demonstrating the Borrower is in this Section 2.01(b), compliance with the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and covenants set forth in Article 6; (vi) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the right Administrative Agent and all reasonable fees and expenses paid to extend third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension; (vii) as of the Expiration Extension Date to and as of the new Initial Maturity Date. After , the ratio (expressed as a percentage) of Total Funded Debt to Total Book Capitalization, shall be 60% or less; (viii) the initial maturity date of the Senior Loans shall have been extended for one year such that the maturity date thereof does not occur before August 1, 2009 and the initial maturity date of the Junior Mezzanine Loan shall have been extended for one year such that the maturity date thereof does not occur before August 1, 2010; and (ix) as of the Extension Date and as of the Initial Maturity Date, the Borrower will no longer Parties shall have acknowledged and ratified that their obligations under the right applicable Loan Documents remain in full force and effect, and continue to request any more Advancesguaranty the Obligations under the Loan Documents, or any increase as extended. (3) The Administrative Agent shall notify each of the Lenders in the Letter of Credit Exposure and shall repay event that the Advances Borrower requests that the Initial Maturity Date be extended as provided in accordance with the provisions of this Section 2.052,6.

Extension of Initial Maturity Date. The Borrower (i) Subject to the following conditions, to the extent corresponding elections to extend the maturity of all or a portion of the Notes are made by the holders thereof, the Owner shall have a one time ---------------------------------- optionelect, exercisable as hereinafter providedon an Election Date specified in Schedule A, to extend the Initial Maturity Date of this Contract with respect to all or a corresponding portion of the Notes for an additional one year period (the "Renewal Term") Deposit, to the first anniversary 29th day of the calendar month which is three calendar months after (1) the Initial Maturity Date (in the case of the initial extension of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior Date) or (2) any later date to which the Initial Maturity Date to has previously been extended. Such extended Initial Maturity Date shall be a Repayment Date and the satisfaction of Contract Payment made on such Repayment Date will equal the Agentsapplicable Deposit amount plus all accrued, but previously unpaid, Interest thereon plus Additional Amounts, if any. (a) The Owner must deliver to the Insurance Company an election notice on the applicable Election Date, which election notice will be irrevocable. (b) The Initial Maturity Date may be extended with respect to all or any portion of the Deposit equal to $100,000 and integral multiples of $1,000 in excess thereof. (c) Notwithstanding clause (a) above, if the Owner fails to make an election as described in clause (i) No Default above, and the holders of the Notes have made elections to extend the then-current maturity of all or a portion of the Notes, the Initial Maturity Date (or any later date to which the Initial Maturity Date has not been cured or waived extended) shall be deemed to be extended with respect to a corresponding portion of the Deposit in writing by the Administrative Agent same manner as set forth described in Section 9.01 shall have occurredclause (i) above. (ii) The Agents shall have received no later than ninety (90If, on an applicable Election Date, the Owner does not notify the Insurance Company as provided in Section 3.7(i) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option is electing to extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid or any later date to the Administrative Agent for the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain true and correct in all material respects as of the Initial Maturity Date. If which the Initial Maturity Date has been extended as provided in this Section 2.01(b), extended) or notifies the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and the Borrower shall have the right to extend the Expiration Date to the new Maturity Date. After Insurance Company that it is extending the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, Date (or any increase in later date to which the Letter Initial Maturity Date has been extended) with respect to only a portion of Credit Exposure the Deposit, such portion of the Deposit for which the Initial Maturity Date has not been extended will become due and shall repay payable on the Advances in accordance with the provisions of Section 2.05applicable Repayment Date.

Extension of Initial Maturity Date. The (a) Subject to the provisions of this Section 2.8, the Borrower shall have a one time ---------------------------------- optionmay, exercisable as hereinafter provided, to extend the Initial Maturity Date of the Notes for an additional one year period by notice (the "Renewal Term"“Extension Notice”) delivered to the first anniversary of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior to the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has Agent not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurred. (ii) The Agents shall have received no later than ninety (90) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option to Date, extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid to the Administrative Agent for date that is the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as first anniversary of the Initial Maturity Date. The Borrower’s right to extend the Maturity Date shall be subject to the satisfaction of each of the following conditions precedent as of the delivery of the Extension Notice and as of the Initial Maturity Date: (i) no (x) monetary Event of Default with respect to which notice has been delivered and the Borrower has failed to cure within five Business Days after such notice shall have occurred more than four (4) times and (y) Event of Default arising from breaches of Sections 6.1(b), 6.1(g), 6.1(h) or 6.1(n) shall have occurred; (ii) the Borrower shall have delivered to the Agent together with the Extension Notice a certificate which shall be deemed remade as of the Initial Maturity Date executed by an authorized signatory of the Borrower having actual Knowledge sufficient to make such certification, representing and warranting, as of the date of such certification, to the Agent that (A) the Loan Documents are in full force and effect, (B) the Loan Documents constitute the valid and binding obligations of the Borrower and the other Borrower Parties enforceable in accordance with their terms, subject to Debtor Relief Laws and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (C) the Borrower and the other Borrower Parties do not have any offsets, counterclaims or defenses with respect to the payment of the Loan or to the Loan Documents or the Borrower or the Borrower Parties’ obligations and liabilities under the Loan Documents, and (D) all of the representations and warranties of the Borrower, the Parent and the Guarantors contained in the Credit Documents Loan Documents, or otherwise made with respect to the Loan, remain true and correct in all material respects as respects; (iii) the Project shall generate Net Operating Income over the term of the Initial extension, as projected by the Agent upon receipt from the Borrower of the Extension Notice, of not less than $26,500,000 based on Approved Leases representing not more than eighty percent (80%) of the total NRSF of the office and retail space in the Project (without giving effect to free rent or other rental abatements under any Approved Lease); (iv) the Tenants under the Approved Leases described in the immediately preceding clause shall be in Occupancy of their demised premises in the Project; (v) the Agent shall have received evidence and be reasonably satisfied that the then-current Net Operating Income from the Project (computed on a going forward basis), together with any interest reserve or holdback established under the Senior Loan Agreement and, subject to Section 2.1.7 hereof, Construction Contingency, will be sufficient to cover debt service payments on both the Senior Loan and the Loan (at the Applicable Interest Rate or the Minimum Funding Rate, as applicable) through the extended Maturity Date. If ; (vi) the Initial Guarantor and the Limited Guarantor shall have delivered to the Agent a confirmation that the Guaranties and the Environmental Indemnity shall continue in full force and effect during such period in a form reasonably acceptable to the Agent and the Guarantor shall be in compliance with all covenants under the Guaranties; (vii) Substantial Completion of the Project shall have occurred; and (viii) The Property Owner shall have obtained an extension of the Senior Loan as contemplated under Section 2.9 of the Senior Loan Agreement. (b) As soon as practicable following an extension of the Maturity Date has been extended pursuant to this Section 2.8, the Borrower Parties and the Agent shall (if reasonably requested by the Agent) execute and deliver amended and restated Notes and shall enter into such amendments to the related Loan Documents as may be necessary or appropriate to evidence the modifications of the terms of the Advances provided in this Section 2.01(b)2.8; provided, the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and however, that no failure by the Borrower Parties or the Agent to enter into any such amendments shall have affect the right to extend rights or obligations of the Expiration Date Borrower Parties or the Agent with respect to the new Maturity Date. After Advances or extension of the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, or any increase in the Letter of Credit Exposure and shall repay the Advances in accordance with the provisions of Section 2.05Loan.

Extension of Initial Maturity Date. The (a) Subject to the provisions of this Section 2.9, the Borrower shall have a one time ---------------------------------- optionmay, exercisable as hereinafter provided, to extend the Initial Maturity Date of the Notes for an additional one year period by notice (the "Renewal Term"“Extension Notice”) delivered to the first anniversary of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior to the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has Agent not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurred. (ii) The Agents shall have received no later than ninety (90) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option to Date, extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid to the Administrative Agent for date that is the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as first anniversary of the Initial Maturity Date. The Borrower’s right to extend the Maturity Date shall be subject to the satisfaction of each of the following conditions precedent as of the delivery of the Extension Notice and as of the Initial Maturity Date: (i) no Event of Default exists; (ii) the Borrower shall have delivered to the Agent together with the Extension Notice a certificate which shall be deemed remade as of the Initial Maturity Date executed by an authorized signatory of the Borrower having actual knowledge sufficient to make such certification, representing and warranting, as of the date of such certification to the Agent that (A) the Loan Documents are in full force and effect, (B) the Loan Documents constitute the valid and binding obligations of the Borrower and the other Borrower Parties enforceable in accordance with their terms subject to Debtor Relief Laws and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (C) the Borrower and the other Borrower Parties do not have any offsets, counterclaims or defenses with respect to the payment of the Loan or to the Loan Documents or the Borrower or the Borrower Parties’ obligations and liabilities under the Loan Documents, and (D) all of the representations and warranties of the Borrower, the Parent and the Guarantors contained in the Credit Documents Loan Documents, or otherwise made with respect to the Loan, remain true and correct in all material respects respects; (iii) the Project shall generate Net Operating Income (giving no effect to any free rent period or rental abatement period under any Lease) over the term of the extension, as projected by the Agent upon receipt from the Borrower of the Extension Notice, of not less than $26,500,000 based on Approved Leases representing not more than eighty percent (80%) of the total NRSF of the office and retail space in the Project; (iv) the Tenants governed by the Approved Leases described in the immediately preceding clause shall be in Occupancy of their demised premises in the Project; (v) the Agent shall have received evidence and be reasonably satisfied that the then-current Net Operating Income (computed on a going forward basis) from the Approved Leases described in clause (iii) above, together with any remaining interest reserve and, subject to Section 2.1.7 hereof, Construction Contingency, will provide funds adequate to pay all interest due to the Agent hereunder until all rent abatements provided in such Approved Leases expire; (vi) the Guarantor shall have delivered to the Agent a confirmation of the Guaranties and the Environmental Indemnity in a form reasonably acceptable to the Agent; (vii) the Borrower shall have paid the Agent the Extension Fee on or prior to the Initial Maturity Date. If ; and (viii) Substantial Completion of the Initial Project shall have occurred. (b) As soon as practicable following an extension of the Maturity Date has been extended pursuant to this Section 2.9, the Borrower Parties and the Agent shall (if reasonably requested by the Agent) execute and deliver amended and restated Notes and shall enter into such amendments to the related Loan Documents as may be necessary or appropriate to evidence the modifications of the terms of the Advances provided in this Section 2.01(b)2.9; provided, the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and however, that no failure by the Borrower Parties or the Agent to enter into any such amendments shall have affect the right to extend rights or obligations of the Expiration Date Borrower Parties or the Agent with respect to the new Maturity Date. After Advances or extension of the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, or any increase in the Letter of Credit Exposure and shall repay the Advances in accordance with the provisions of Section 2.05Loan.

Extension of Initial Maturity Date. The (1) Unless previously accelerated, or extended pursuant to this Section 2.6, all Obligations with respect to the Loans shall be paid in full no later than 1:00 p.m., New York time on the Initial Maturity Date. Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have a one time ---------------------------------- the option, exercisable as hereinafter providedto be exercised by giving written notice to the Administrative Agent at least one year and thirty days prior to the Initial Maturity Date (and in any event concurrently with the extension by the Senior Borrowers of the Senior Loans pursuant to Section 2.6 the Senior Credit Agreement and the extension by the Senior Mezzanine Borrowers of the Senior Mezzanine Loans pursuant to Section 2.6 of the Senior Mezzanine Credit Agreement), subject to the terms and conditions set forth in this Agreement, to extend the Initial Maturity Date of the Notes for an additional one year period by twelve (12) months to August 1, 2010 (the "Renewal Term") to “Extension Period”). The request by the first anniversary Borrower for the extension of the Initial Maturity Date upon the completion shall constitute a representation and warranty by the Borrower that no Potential Default or Event of Default then exists and that all of the following conditions prior set forth in Section 2.6(2) below shall have been satisfied on the Initial Maturity Date. Provided that all conditions to the extension required to be satisfied as of the Extension Date (as set forth in this Section 2.6) are then satisfied, the extension shall become effective concurrently with the extension of the Senior Loans and Junior Mezzanine Loans (the “Extension Date”), subject however to the further satisfaction of all conditions to the extension required to be satisfied as of the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has not been cured or waived in writing by the Administrative Agent as set forth in this Section 9.01 shall have occurred2.6). (ii2) The Agents shall have received no later than ninety (90) days prior to obligations of the Initial Maturity Date written notice from Administrative Agent and the Borrower that it intends to exercise its option Lenders to extend the Initial Maturity Date as provided in Section 2.6(1) shall be subject to the prior satisfaction of each of the Notes.following conditions precedent as determined by the Administrative Agent in its good faith judgment: (iiii) The on the Initial Maturity Date there shall exist no Potential Default or Event of Default; (ii) on or prior to the Extension Date, the Borrower shall have paid to the Administrative Agent for the account ratable benefit of each Bank the Lenders an extension fee (the “Extension Fee”) equal to the product of (A) one one-quarter of one percent (1/40.25%) times of the original principal amount of the Loan (Bwhich fee Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (iii) the aggregate amount of such Bank's outstanding Advances representations and Pro Rata Share of warranties made by the Letter of Credit Exposure as of Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Extension Date and the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid unless such Advances. (vi) The representations and warranties of the Borrower specifically relate to an earlier date, in Sections 4.04which case, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain they shall have been true and correct in all material respects as of such earlier date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 4 shall be subject to update in accordance with clause (iv) below); (iv) the Borrower Parties shall have delivered to the Administrative Agent updates of all the Schedules set forth in Article 4 hereof as of the Extension Date and as of the Initial Maturity Date. If , and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (v) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate dated as of the Extension Date and as of the Initial Maturity Date has been extended as provided demonstrating the Borrower is in this Section 2.01(b), compliance with the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and covenants set forth in Article 6; (vi) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the right Administrative Agent and all reasonable fees and expenses paid to extend third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension; (vii) as of the Expiration Extension Date to and as of the new Initial Maturity Date. After , the ratio (expressed as a percentage) of Total Funded Debt to Total Book Capitalization, shall be 60% or less; (viii) the initial maturity date of the Senior Loans shall have been extended for one year such that the maturity date thereof does not occur before August 1, 2009 and the initial maturity date of the Senior Mezzanine Loan shall have been extended for one year such that the maturity date thereof does not occur before August 1, 2010; and (ix) as of the Extension Date and as of the Initial Maturity Date, the Borrower will no longer Parties shall have acknowledged and ratified that their obligations under the right applicable Loan Documents remain in full force and effect, and continue to request any more Advancesguaranty the Obligations under the Loan Documents, or any increase as extended. (3) The Administrative Agent shall notify each of the Lenders in the Letter of Credit Exposure and shall repay event that the Advances Borrower requests that the Initial Maturity Date be extended as provided in accordance with the provisions of this Section 2.052.6.

Extension of Initial Maturity Date. The (a) At Borrower’s option, subject to satisfaction of the following terms and conditions, Borrower shall have a one time ---------------------------------- option, exercisable as hereinafter provided, the option to extend the Initial Maturity Date of the Notes for an additional one year period (the "Renewal Term") to the first anniversary of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior to Loan from the Initial Maturity Date to the satisfaction of the Agents.Extended Maturity Date: (i) No Default which has not been cured On or waived in writing by before the Administrative Initial Maturity Date, payment to Agent as set forth in Section 9.01 shall have occurred.for the benefit of Lenders of an extension fee equal to .20% of the aggregate amount of the then Outstanding principal balance of the Loan (the “Extension Fee”); (ii) The Agents shall have received Borrower notifies Agent in writing no earlier than one hundred eighty (120) days and no later sixty (60) days before the Initial Maturity Date of Borrower’s election to request the extension, which notice shall be accompanied by the above described Extension Fee; (iii) The Improvements shall be Substantially Completed as of the date of Borrower’s notice; (iv) On the date of the notification as provided above and on the Initial Maturity Date, no Default or Event of Default is then occurring; (v) On the date of the notification as provided above and on the Initial Maturity Date, the Loan to Value Ratio (based upon an “as-is” Appraised Value) shall not exceed 65% based upon an updated Appraisal obtained not more than ninety sixty (9060) days prior to the Initial Maturity Date written notice from Date. (vi) On the Borrower that it intends date of the notification as provided above and on the Initial Maturity Date, the Debt Yield shall be greater than or equal to exercise its option to extend 9.5%. (vii) On the date of the notification as provided above and on the Initial Maturity Date at least eighty percent (80%) of the Notesresidential rental units shall be occupied pursuant to Leases in full force and effect. (iiiviii) The If a Hedging Agreement has been entered into in accordance with Section 9.20 hereof, Borrower shall have paid to the Administrative Agent for the account of each Bank an extension fee equal to the product of (A) one quarter caused the terms of one percent (1/4%) times the Hedging Agreement to be modified or caused a supplemental Hedging Agreement to be entered into in accordance with the terms of Section 9.20 hereof on the same terms and conditions as the original Hedging Agreement with the term thereof expiring on the Extended Maturity Date and (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share delivered a copy of the Letter transaction confirmation, an ISDA Master Agreement or equivalent and any other documents requested by Agent, all of Credit Exposure which shall evidence Borrower’s compliance with the preceding clause (A) of this clause. (ix) The representations and warranties made by Borrower and Guarantor in the Loan Documents shall continue to be true and correct. (x) Guarantor shall have consented to the extension. (xi) Lenders’ unfunded Commitments shall be terminated as of the Initial Maturity Date. (ivxii) The No breach of any covenants imposed upon Borrower or Guarantor shall exist. (xiii) Borrower and Guarantor shall have executed and delivered to Agent such agreements and documents as Agent may reasonably require incident to the Administrative Agent extension. (Ab) Appraisals For the purposes of calculating Debt Yield in connection with this Article 5, (i) “all revenues from the project” (as set forth in the definition of Net Operating Income) shall mean the monthly gross revenue based on the rent roll for the six (6) month period immediately prior to the date of notification of extension, annualized and (ii) Operating Expenses shall be those Operating Expenses for the three (3) month period immediately preceding the date of notification of extension, annualized with management fees equal to the greater of actual management fees or three and one-quarter percent (3.25%) of the Eligible Property performed no later than 120 days prior annual gross revenues from the Project. (c) No extension shall be effective unless and until Agent has confirmed, in writing, Borrower’s compliance with all conditions precedent to the extension of the Initial Maturity Date and no earlier than 90 the Extended Maturity Date, if applicable. Agent shall promptly notify Borrower of its compliance or failure to have complied with the foregoing provisions; and (1) if Borrower has failed to comply with the provisions of subclauses (v) and (vi) of clause (a) above, then Borrower may repay the Loan in an amount sufficient to satisfy the provisions of said subclauses or post with Agent, for the benefit of the Lenders cash collateral or a Letter of Credit, in an amount which if applied to the principal balance of the Loan would cause Borrower to comply with the applicable subclauses (such cash collateral or Letter of Credit, “Reserve Collateral”). The Reserve Collateral shall be pledged to Agent, for the benefit of the Lenders in a manner reasonably satisfactory to Agent. If Borrower posts Reserve Collateral, it may thereafter, at its own expense, cause the Appraised Value to be redetermined and if such Appraised Value would result in Borrower complying with subclause (v) of clause (a) above, which shall be subject to confirmation by Agent in the exercise of its reasonable judgment, and provided that subclauses (vi) and (vii) of clause (a) are satisfied for the immediately preceding two (2) calendar quarters, as reasonably determined by Agent, then Agent shall promptly release the Reserve Collateral upon the written request of Borrower. If the Reserve Collateral was posted solely in order to comply with subclause (vi) of clause (a) above, upon subclause (vi) of clause (a) being satisfied without giving effect to the Reserve Collateral for two (2) consecutive calendar quarters, then Agent shall promptly release the Reserve Collateral upon the written request of Borrower. (d) Any Reserve Collateral delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence of an Event of Default, Agent shall have the right, at its option, to draw on any Reserve Collateral and to apply all or any part thereof to the payment of the items for which such Reserve Collateral was established or to apply each such Reserve Collateral to payment of the Obligations in such order, proportion or priority as Agent may determine. (e) In addition to any other right Agent may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Agent shall have the additional rights to draw in full any Letter of Credit: (a) with respect to any evergreen Letter of Credit, if Agent has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the Initial Maturity Date and date on which the outstanding Letter of Credit is scheduled to expire or (Bb) a Borrowing Base Certificate dated as upon receipt of notice from the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain true and correct in all material respects as of the Initial Maturity Date. If the Initial Maturity Date has been extended as provided in this Section 2.01(b), the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and issuing bank that the Letter of Credit Exposure and will be terminated (except if the Borrower shall have the right to extend the Expiration Date to the new Maturity Date. After the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, or any increase in the termination of such Letter of Credit Exposure is permitted pursuant to the terms and shall repay the Advances in accordance with the provisions conditions of Section 2.05this Agreement or a substitute Letter of Credit is provided).

Extension of Initial Maturity Date. The (a) Subject to the provisions of this Section 2.8, the Borrower shall have a one time ---------------------------------- optionmay, exercisable as hereinafter provided, to extend the Initial Maturity Date of the Notes for an additional one year period by notice (the "Renewal TermExtension Notice") delivered to the first anniversary of the Initial Maturity Date upon the completion by the Borrower of the following conditions prior to the Initial Maturity Date to the satisfaction of the Agents. (i) No Default which has Lender not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurred. (ii) The Agents shall have received no later than ninety (90) days prior to the Initial Maturity Date, extend the Maturity Date written notice from to the Borrower date that it intends to exercise its option to extend is the first anniversary of the Initial Maturity Date (the "Extended Maturity Date"). The Borrower's right to extend the Maturity Date shall be subject to the satisfaction of each of the Notes.following conditions precedent as of the delivery of the Extension Notice and as of the Initial Maturity Date: (i) no Event of Default shall have occurred; (ii) the Borrower shall have delivered to the Lender together with the Extension Notice a certificate which shall be deemed remade as of the Initial Maturity Date executed by an authorized signatory of the Borrower having actual Knowledge sufficient to make such certification, representing and warranting, as of the date of such certification, to the Lender that (A) the Loan Documents are in full force and effect, (B) the Loan Documents constitute the valid and binding obligations of the Borrower and the other Borrower Parties enforceable in accordance with their terms, subject to Debtor Relief Laws and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (C) the Borrower and the other Borrower Parties do not have any offsets, counterclaims or defenses with respect to the payment of the Loan or to the Loan Documents or the Borrower or the Borrower Parties' obligations and liabilities under the Loan Documents, and (D) all of the representations and warranties contained in the Loan Documents, or otherwise made with respect to the Loan, remain true and correct in all material respects; (iii) the Project shall generate Net Operating Income (giving no effect to any free rent period or rental abatement period under any Lease) over the term of the extension, as projected by the Lender upon receipt from the Borrower of the Extension Notice, of not less than $26,500,000 based on Approved Leases representing not more than eighty percent (80%) of the total NRSF of the office and retail space in the Project; (iv) the Tenants under the Approved Leases described in the immediately preceding clause shall be in Occupancy of their demised premises in the Project; (v) the Lender shall have received evidence and be reasonably satisfied that the then-current Net Operating Income from the Project (computed on a going forward basis), together with any interest reserve or holdback established under the Senior Loan Agreement, will be sufficient to cover debt service payments on both the Senior Loan and the Loan (at the Applicable Interest Rate) through the Extended Maturity Date; (vi) the Guarantor shall have delivered to the Lender a confirmation that the Guaranties and the Environmental Indemnity shall continue in full force and effect during such period in a form reasonably acceptable to the Lender and the Guarantor shall be in compliance with all covenants under the Guaranties; (vii) Substantial Completion of the Project shall have occurred; (viii) The Property Owner shall have obtained an extension of the Senior Loan as contemplated under Section 2.9 of the Senior Loan Agreement; and (ix) Borrower shall have paid pay to the Administrative Agent for Lender on the account date of each Bank delivery of the Extension Notice to the Lender an extension fee amount equal to the product of (A) one quarter one-half of one percent (1/40.5%) times (B) of the aggregate amount of such Bank's the Loan that will be outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (ivb) The Borrower shall have delivered to the Administrative Agent (A) Appraisals As soon as practicable following an extension of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this AgreementSection 2.8, the Borrower is obligated Parties and the Lender shall (if reasonably requested by the Lender) execute and deliver an amended and restated Note and shall enter into such amendments to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties related Loan Documents as may be necessary or appropriate to evidence the modifications of the Borrower in Sections 4.04, 4.06 and 4.09 terms of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain true and correct in all material respects as of the Initial Maturity Date. If the Initial Maturity Date has been extended as Advance provided in this Section 2.01(b)2.8; provided, the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and however, that no failure by the Borrower Parties or the Lender to enter into any such amendments shall have affect the right to extend rights or obligations of the Expiration Date Borrower Parties or the Lender with respect to the new Maturity Date. After Advance or extension of the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, or any increase in the Letter of Credit Exposure and shall repay the Advances in accordance with the provisions of Section 2.05Loan.

Extension of Initial Maturity Date. The Borrower (i) Subject to the following conditions, to the extent corresponding elections to extend the maturity of all or a portion of the Notes are made by the holders thereof, the Owner shall have a one time ---------------------------------- optionelect, exercisable as hereinafter providedon an Election Date specified in Schedule A, to extend the Initial Maturity Date of this Contract with respect to all or a corresponding portion of the Deposit, (in Authorized Denominations) so that the maturity of the Contract with respect to the entire Deposit or such portion thereof, as applicable, will be extended to the date which is 366 calendar days from and including the 19th calendar day of the next succeeding month following each Election Date. Such extended Initial Maturity Date shall be a Repayment Date and the Contract Payment made on such Repayment Date will equal the applicable Deposit amount plus all accrued, but previously unpaid, Interest thereon plus Additional Amounts, if any. (a) The Owner must deliver to the Insurance Company an election notice on the applicable Election Date, which election notice will be irrevocable. (b) The Initial Maturity Date may be extended with respect to all or any portion of the Deposit in Authorized Denominations. (c) Notwithstanding clause (a) above, if the Owner fails to make an election as described in clause (i) above, and the holders of the Notes for an additional one year period (have made elections to extend the "Renewal Term") to then-current maturity of all or a portion of the first anniversary of Notes, the Initial Maturity Date upon the completion by the Borrower of the following conditions prior (or any later date to which the Initial Maturity Date has been extended) shall be deemed to the satisfaction be extended with respect to a corresponding portion of the Agents. Deposit in the same manner as described in clause (i) No Default which has not been cured or waived in writing by the Administrative Agent as set forth in Section 9.01 shall have occurredabove. (ii) The Agents shall have received no later than ninety (90If, on an applicable Election Date, the Owner does not notify the Insurance Company as provided in Section 3.7(i) days prior to the Initial Maturity Date written notice from the Borrower that it intends to exercise its option is electing to extend the Initial Maturity Date of the Notes. (iii) The Borrower shall have paid or any later date to the Administrative Agent for the account of each Bank an extension fee equal to the product of (A) one quarter of one percent (1/4%) times (B) the aggregate amount of such Bank's outstanding Advances and Pro Rata Share of the Letter of Credit Exposure as of the Initial Maturity Date. (iv) The Borrower shall have delivered to the Administrative Agent (A) Appraisals of the Eligible Property performed no later than 120 days prior to the Initial Maturity Date and no earlier than 90 days prior to the Initial Maturity Date and (B) a Borrowing Base Certificate dated as of the Initial Maturity Date based upon the new Appraisals. (v) If, based upon the Borrowing Base Certificate to be delivered to the Administrative Agent pursuant to the preceding clause (iv) or as otherwise required under this Agreement, the Borrower is obligated to repay any Advances, the Borrower shall have repaid such Advances. (vi) The representations and warranties of the Borrower in Sections 4.04, 4.06 and 4.09 of the Credit Agreement remain true and correct as of the Initial Maturity Date. The other representations and warranties of the Borrower, the Parent and the Guarantors in the Credit Documents remain true and correct in all material respects as of the Initial Maturity Date. If which the Initial Maturity Date has been extended as provided in this Section 2.01(b), extended) or notifies the aggregate Banks' Commitments shall be capped at the then outstanding principal balance of all Advances and the Letter of Credit Exposure and the Borrower shall have the right to extend the Expiration Date to the new Maturity Date. After Insurance Company that it is extending the Initial Maturity Date, the Borrower will no longer have the right to request any more Advances, Date (or any increase in later date to which the Letter Initial Maturity Date has been extended) with respect to only a portion of Credit Exposure the Deposit, such portion of the Deposit for which the Initial Maturity Date has not been extended will become due and shall repay payable on the Advances in accordance with the provisions of Section 2.05applicable Repayment Date.