Common use of Second Extension Option Clause in Contracts

Second Extension Option. At the written request of Borrower made to Agent at least thirty (30) days prior to the First Extended Maturity Date, the Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the "Second Extended Maturity Date") provided that the following conditions are satisfied: (a) The Initial Maturity Date was previously extended to the First Extended Maturity Date in accordance with Section 3.01; (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the First Extended Maturity Date; (c) all representations and warranties made by Borrower, the REIT, MHC Trust and T1000 Trust contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date except to the extent they related to a specific date; (d) Agent shall have received Officer's Certificates of the REIT dated as of the First Extended Maturity Date stating that the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, MHC Trust, the Subsidiaries, and the Agreement Parties, and that (A) such review has not disclosed the existence as of the date of such Officer's Certificate, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the date of such Officer's Certificate except to the extent they relate to a specific date; and (e) on or before the First Extended Maturity Date, Agent shall have received, on behalf of Agent and Lenders, an extension fee in the amount of one-fifth of one percent (0.20%) of the then-outstanding principal balance of the Loan.

Second Extension Option. At Borrower shall have the right to extend the First Extended Term Loan Maturity Date to the Second Extended Term Loan Maturity Date (the “Second Extension Option”) upon satisfying each and every of the following conditions: (a) Borrower shall have delivered written request of Borrower made notice to Administrative Agent at least thirty requesting the extension not more than ninety (3090) days or less than ten (10) days prior to the First Extended Term Loan Maturity Date, which notice shall (A) clearly and explicitly state that Borrower is exercising the Maturity Date shall be extended option to the one-year anniversary of extend the First Extended Term Loan Maturity Date (to the "Second Extended Term Loan Maturity Date", (B) provided that be delivered in the following conditions are satisfied: (a) The Initial Maturity Date was previously extended manner specified for delivery of notices pursuant to the First Extended Maturity Date in accordance provisions of this Agreement to the notice parties for Administrative Agent set forth herein (as said notice parties and addresses may have been amended pursuant to the provisions of this Agreement), (C) contain Borrower’s certification that (x) there is no existing Default or Event of Default under this Agreement or the other Loan Documents, and (y) contain a certification that Borrower has no offsets, defenses or counterclaims with Section 3.01respect to the Credit Facility, this Agreement or the other Loan Documents; (b) no Event of Default or Unmatured Event of Default Borrower shall have occurred and pay to Administrative Agent the extension fee set forth in the Fee Letter, which extension fee shall be continuing as of paid to Administrative Agent not later than the First Extended Term Loan Maturity Date; (c) There is no existing Default or Event of Default as of the date of delivery of the notice required in subsection (a) or as of the First Extended Term Loan Maturity Date; (d) Borrower shall have made all amortization payments in accordance with Section 2.11(b); (e) All the representations and warranties made by Borrower, the REIT, MHC Trust and T1000 Trust contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the date of delivery of the notice required in subsection (a) and the First Extended Term Loan Maturity Date Date, except to the extent they related any such representation or warranty relates to a specific earlier date; (df) Agent Borrower shall have received Officer's Certificates of execute all amendments to the REIT dated as of the First Extended Maturity Date stating that the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, MHC Trust, the Subsidiaries, and the Agreement Parties, and that (A) such review has not disclosed the existence as of the date of such Officer's Certificate, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct reasonably required by Administrative Agent in all material respects as of the date of connection with such Officer's Certificate except to the extent they relate to a specific dateextension; and (eg) on or before the First Extended Maturity Date, Agent Borrower shall have received, on behalf reimbursed Administrative Agent for all costs and expenses of Administrative Agent and Lenders, an in connection with the exercise of such extension fee in the amount of one-fifth of one percent (0.20%) of the then-outstanding principal balance of the Loanoption.

Second Extension Option. At the written request of Borrower made to Agent at least thirty (30) days prior to the First Extended Maturity Date, the Maturity Date shall be further extended to the one-year anniversary of the First Extended Maturity Date (the "Second Extended Maturity Date") provided that the following conditions are satisfied: (a) The Initial Maturity Date was previously extended to the First Extended Maturity Date in accordance with Section 3.01; (b) no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the First Extended Maturity Date; (cb) all representations and warranties made by Borrower, Borrower and the REIT, MHC Trust and T1000 Trust REIT contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date except to the extent they related to a specific date; (dc) Agent shall have received Officer's Certificates of the REIT dated as of the First Extended Maturity Date stating that the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, MHC Trust, the Subsidiaries, and the Agreement Parties, and that (A) such review has not disclosed the existence as of the date of such Officer's Certificate, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the date of such Officer's Certificate except to the extent they relate to a specific date; and (ed) on or before the First Extended Maturity Date, Agent shall have received, on behalf of Agent and Lenders, an extension fee in the amount of onethirty-fifth five hundredths of one percent (0.200.35%) of the then-outstanding principal balance amount of the LoanFacility.

Second Extension Option. At the written request notice of Borrower made the Borrowers delivered to the Administrative Agent at least thirty not less than forty-five (3045) days prior to and not more than ninety (90) days in advance of the First Extended Maturity Date, the First Extended Maturity Date shall be extended to the one-year anniversary of the First Extended Maturity Date (the "“Second Extended Maturity Date"”) provided that the following conditions are satisfied: (ai) The Initial Term Maturity Date was has previously been extended to the First Extended Maturity Date in accordance with pursuant to the provisions of Section 3.012.5(a) hereof; (bii) no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the First Extended Maturity Date; (c) all All representations and warranties made by Borrower, the REIT, MHC Trust and T1000 Trust contained in this Agreement and hereunder or under any of the other Loan Documents shall be true and correct in all material respects as of the First Extended Maturity Date Date, except to the extent they related to such representation and warranty (x) is made as of a specific specified date; (d) Agent , in which case such representation and warranty shall have received Officer's Certificates of the REIT dated been true and correct as of such specified date, (y) may not be correct due solely to the First Extended Maturity Date stating that the executive officer who is the signatory theretopassage of time, which officer shall be the chief executive officer but such untrue representation or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms warranty does not constitute a violation of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail does not arise out of the transactions failure of Borrowers to perform their obligations hereunder or (z) subsequent to the date hereof become untrue, but such untrue representation or warranty does not constitute a violation of this Agreement and condition does not arise out of Borrower, the REIT, MHC Trust, the Subsidiaries, and the Agreement Parties, and that failure of Borrowers to perform their obligations hereunder; (Aiii) such review has not disclosed the existence as As of the date the Borrowers deliver notice of such Officer's Certificatetheir intent to exercise an Extension Option, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the date of such Officer's Certificate except to the extent they relate to a specific date; and (e) on or before the First Extended Maturity Date, Agent no Event of Default shall have receivedoccurred and be continuing and the Borrowers shall so certify in writing; (iv) As of the date the Borrowers deliver notice of their intent to exercise an Extension Option, on behalf and as of the First Extension Maturity Date, Borrowers have demonstrated to the satisfaction of the Administrative Agent, that the Debt Yield for the Mall is greater than or equal to ten and a half percent (10.5%); and (v) On or prior to the first day of the second extension period, Borrowers shall pay to Agent for the ratable benefit of the then-current Lenders a fee equal to twelve and Lenders, an extension fee in the amount of one-fifth a half hundredths of one percent (0.200.125%) of the then-current outstanding principal balance of the LoanTerm Loans.

Second Extension Option. At Provided Borrower has exercised the First Extension Option, Borrower shall have the right to extend the Maturity Date from the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Option”), subject to Borrower’s satisfaction of the following conditions: (i) Borrower shall give Administrative Agent written notice of Borrower’s request for an extension of Borrower made to Agent at least thirty the Maturity Date not earlier than ninety (3090) days days, nor later than forty-five (45) days, prior to the First Extended Maturity Date; (ii) As of the date of such notice, the Maturity Date shall be extended to the one-year anniversary and as of the First Extended Maturity Date Date, there shall exist no Default or Potential Default (the "Second Extended Maturity Date") provided that the following conditions are satisfied: (a) The Initial Maturity Date was previously extended Borrower shall have an opportunity to cure such Potential Default prior to the First Extended Maturity Date in accordance with Section 3.01to the extent of applicable cure periods under this Agreement or the applicable Loan Document); (biii) no Event of Default or Unmatured Event of Default At Administrative Agent’s request, Borrower shall have occurred caused to be issued to Lenders, at Borrower’s sole cost and expense, appropriate endorsements to the Title Policy which confirm the existence and priority of the Liens securing the Obligations in connection with the requested extension; (iv) There shall have been no change in the financial condition of Borrower, or in the condition of the Property from that which existed on the Effective Date, which change, as determined by Administrative Agent in its reasonable discretion, has a Material Adverse Effect; (v) The Loan-to-Value Percentage of the Property, based upon a new Appraisal commissioned by Administrative Agent at Borrower’s sole cost and expense and with a valuation date within sixty (60) days of the First Extended Maturity Date, shall not exceed the Maximum Loan-to-Value Percentage; (vi) The Net Operating Income from the Property shall be continuing sufficient to yield a Debt Service Coverage Ratio of not less than 1.25:1.00 as of the First Extended Maturity Date; (cvii) all representations and warranties made by BorrowerBorrower shall have paid to Administrative Agent, for the ratable benefit of Lenders, an extension fee in an amount equal to fifteen hundredths of one percent (0.15%) of Aggregate Commitment as of the First Extended Maturity Date; and (viii) If the Mezzanine Loan is then outstanding, the REITterm of the Mezzanine Loan shall be concurrently extended; provided, MHC Trust if all other conditions to the exercise of the Second Extension Option in this Section 2.6(b) have been satisfied as of the First Extended Maturity Date, then Mezzanine Borrower shall be permitted to repay the Mezzanine Loan on the First Extended Maturity Date. If so repaid, the foregoing condition in this clause (viii) shall be deemed waived by Administrative Agent. Notwithstanding the foregoing, Borrower shall have the right (i) to repay principal outstanding under the Loan, or (ii) to affirmatively elect to cancel any undisbursed portion of the Aggregate Commitment, or (iii) any combination thereof, in such amount as may be required to reduce the Aggregate Commitment, as applicable, pursuant to this Section 2.6(b), to an amount such that Borrower is in compliance with subsections (v) and T1000 Trust contained in (vi) above. Any repayment of principal or cancellation of commitment pursuant to this Section 2.6(b) shall reduce the Aggregate Commitment dollar for dollar and any sums repaid may not be reborrowed. Except as modified by this Section 2.6(b), the terms and conditions of this Agreement and the other Loan Documents shall be true remain unmodified and correct in all material respects as of the First Extended Maturity Date except to the extent they related to a specific date; (d) Agent shall have received Officer's Certificates of the REIT dated as of the First Extended Maturity Date stating that the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement full force and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, MHC Trust, the Subsidiaries, and the Agreement Parties, and that (A) such review has not disclosed the existence as of the date of such Officer's Certificate, and that the signer does not have knowledge of the existence as of the date of such Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default and (B) all representations and warranties made by such entities contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the date of such Officer's Certificate except to the extent they relate to a specific date; and (e) on or before the First Extended Maturity Date, Agent shall have received, on behalf of Agent and Lenders, an extension fee in the amount of one-fifth of one percent (0.20%) of the then-outstanding principal balance of the Loaneffect.