DAY PERIOD IT SHALL NOT BE A DEFAULT HEREUNDER IN THE EVENT SUCH BORROWER
ENTITY COMMENCES CURE WITHIN SUCH THIRTY (30) DAY PERIOD AND DILIGENTLY
PROSECUTES SUCH CURE TO COMPLETION WITHIN ONE HUNDRED AND TWENTY (120) DAYS OF
THE EXPIRATION OF SUCH THIRTY (30) DAY PERIOD.
ALL DETERMINATIONS OF WHETHER
ANY FAILURE IS CURABLE OR IS SUSCEPTIBLE TO CURE WITHIN THIRTY (30) DAYS SHALL
BE MADE BY AGENT;
(C)
A BREACH OF OR FAILURE (I) BY BORROWER TO DULY KEEP, PERFORM AND
OBSERVE THE COVENANTS AND OBLIGATIONS CONTAINED IN SECTION 7.35(A)(I), SECTION
7.35(A)(II), SECTION 7.35(A)(VII), SECTION 7.35(A)(VIII) OR IN SECTION
7.30(A)(III) OR (II) BY ANY BORROWER ENTITY TO DULY KEEP, PERFORM AND OBSERVE
ANY PROVISION OF SECTION 7.32, PROVIDED THAT, WITH RESPECT TO ANY SUCH BREACH OR
FAILURE OF SAID SECTION 7.32 WHICH (1) IN THE OPINION OF AGENT, IS
UNINTENTIONAL, (2) DOES NOT AFFECT IN ANY MATERIAL RESPECT THE VALUE OF THE
MORTGAGED PROPERTY OR THE SECURITY INTENDED TO BE GRANTED TO AGENT, OR (3) IS
NOT A BREACH OR FAILURE RELATING TO THE TRANSFER OF THE LAND OR IMPROVEMENTS OR
THE VOLUNTARY PLACEMENT OF A LIEN ON THE PROPERTY, SUCH BREACH OR FAILURE SHALL
NOT CONSTITUTE AN EVENT OF DEFAULT UNLESS AND UNTIL IT CONTINUES UNCURED FOR
FIVE (5) BUSINESS DAYS AFTER NOTICE FROM AGENT OF SUCH BREACH OR FAILURE;
(D)
(I)
IF BORROWER OR ANY OTHER PARTY THERETO (OTHER THAN AGENT, ANY
LENDER, GROUND LESSOR, ESDC, THE NEW YORK CITY TRANSIT AUTHORITY OR THE CITY OF
NEW YORK) SHALL BE IN DEFAULT BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD UNDER
ANY OF THE CONDOMINIUM DOCUMENTS (OTHER THAN A DEFAULT BY NYTC MEMBER AFTER ITS
UNIT HAS BEEN RELEASED PURSUANT TO SECTION 7.46 HEREOF), OR UNDER ANY OF THE
PUBLIC PROJECT AGREEMENTS, OR (II) IF THE EQUITY CONTRIBUTION DOCUMENTS, THE
GROUND LEASE, THE SEVERANCE SUBLEASES OR THE LAND ACQUISITION AGREEMENT SHALL
CEASE TO BE IN FULL FORCE OR
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EFFECT OR SHALL NOT BE ENFORCEABLE AGAINST ANY PARTY THERETO, OTHER THAN AGENT
(TO THE EXTENT AGENT IS A PARTY THERETO);
(E)
IF ANY MATERIAL INACCURACY SHALL EXIST IN ANY OF THE FINANCIAL
STATEMENTS AND SUPPORTING MATERIALS THERETO (OTHER THAN PROJECTIONS) DELIVERED
TO AGENT IN CONNECTION WITH THE MAKING OF THE PROJECT LOAN OR DELIVERED UNDER
THIS AGREEMENT OR ANY OTHER PROJECT LOAN DOCUMENT OR ANY CERTIFICATE FURNISHED
BY OR ON BEHALF OF ANY BORROWER ENTITY TO AGENT PURSUANT TO THE PROVISIONS OF
ANY PROJECT LOAN DOCUMENT PROVIDED THAT IN THE CASE OF THE GUARANTORS, SUCH
FINANCIAL STATEMENTS, SUPPORTING MATERIALS OR CERTIFICATES SHALL BE LIMITED TO
THOSE DELIVERED AT OR PRIOR TO THE CLOSING DATE;
(F)
IF (X) AT ANY TIME ANY REPRESENTATION OR WARRANTY (OTHER THAN ANY
REPRESENTATION OR WARRANTY RE-MADE PURSUANT TO SECTION 4.02(C) HEREOF) MADE BY
ANY BORROWER ENTITY IN ANY OF THE PROJECT LOAN DOCUMENTS OR IN ANY CERTIFICATE
FURNISHED BY OR ON BEHALF OF ANY BORROWER ENTITY OR ANY OFFICER THEREOF, SHALL
BE UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT WHEN MADE, OR