WITH EACH OF THEM; PROVIDED, HOWEVER, THAT IF
ALL OR ANY PORTION OF SUCH EXCESS PAYMENT IS THEREAFTER RECOVERED FROM SUCH
PURCHASING LENDER, SUCH PURCHASE FROM EACH LENDER SHALL BE RESCINDED AND EACH
SUCH LENDER SHALL REPAY TO THE PURCHASING LENDER THE PURCHASE PRICE TO THE
EXTENT OF SUCH RECOVERY TOGETHER WITH AN AMOUNT EQUAL TO SUCH LENDER'S RATABLE
SHARE (ACCORDING TO THE PROPORTION OF (I) THE AMOUNT OF SUCH LENDER'S REQUIRED
REPAYMENT TO (II) THE TOTAL AMOUNT SO RECOVERED FROM THE PURCHASING LENDER) OF
ANY INTEREST OR OTHER AMOUNT PAID OR PAYABLE BY THE PURCHASING LENDER IN RESPECT
OF THE TOTAL AMOUNT SO RECOVERED.
BORROWER AGREES THAT ANY LENDER SO PURCHASING
A PARTICIPATION FROM ANOTHER LENDER PURSUANT TO THIS
45
SECTION 3.17(B) MAY, TO THE FULLEST EXTENT PERMITTED BY LAW, EXERCISE ALL ITS
RIGHTS OF PAYMENT (INCLUDING THE RIGHT OF SET-OFF) WITH RESPECT TO SUCH
PARTICIPATION AS FULLY AS IF SUCH LENDER WERE THE DIRECT CREDITOR OF BORROWER IN
THE AMOUNT OF SUCH PARTICIPATION.
SECTION 3.18
BALLOON PAYMENT.
BORROWER UNDERSTANDS AND ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER PROJECT
LOAN DOCUMENTS DO NOT PROVIDE FOR ANY REQUIRED AMORTIZATION OF THE PROJECT LOAN
AND THEREFORE, AT THE MATURITY DATE, A BALLOON PAYMENT OF THE OUTSTANDING
PRINCIPAL WILL BE REQUIRED, ALONG WITH PAYMENT IN FULL OF OTHER SUMS DUE
HEREUNDER AND UNDER THE OTHER PROJECT LOAN DOCUMENTS.
SECTION 3.19
EXTENSIONS.
(A)
BORROWER SHALL HAVE TWO (2) OPTIONS TO EXTEND THE TERM OF THE LOANS (BUT NOT THE
TERM OF ONLY THE PROJECT LOAN OR ONLY THE BUILDING LOAN) FOR SIX (6) MONTHS EACH
UPON THE SATISFACTION OF THE FOLLOWING TERMS AND CONDITIONS:
(I)
NOT LESS THAN SIXTY (60) DAYS BEFORE THE
MATURITY DATE, BORROWER SHALL HAVE GIVEN AGENT NOTICE OF ITS ELECTION TO EXTEND
THE TERM OF THE LOANS PURSUANT TO THIS SECTION 3.19(A) AND SECTION 3.19(A) OF
THE BUILDING LOAN AGREEMENT (THE DATE ON WHICH SUCH NOTICE SHALL BE GIVEN BEING
HEREINAFTER REFERRED TO AS THE "EXTENSION OPTION EXERCISE DATE");
(II)
ON THE EXTENSION OPTION EXERCISE DATE AND
THROUGH AND INCLUDING THE MATURITY DATE, NO MONETARY EVENT OF DEFAULT SHALL
EXIST;
(III)
BORROWER SHALL PAY THE EXTENSION FEE ON OR
BEFORE THE MATURITY DATE;
(IV)
CORE AND SHELL COMPLETION SHALL HAVE BEEN
ACHIEVED BY THE DATE WHICH IS FIFTEEN (15) DAYS PRIOR TO THE MATURITY DATE (THE
"MEASURING DATE") AND A TEMPORARY CERTIFICATE OF OCCUPANCY (WHICH MAY BE A ZERO
OCCUPANCY OR CORE AND SHELL CERTIFICATE OF OCCUPANCY) SHALL HAVE BEEN ISSUED FOR
THE PROJECT ON OR BEFORE THE MEASURING DATE;
(V)
AS OF THE MEASURING DATE, THE PRO FORMA DEBT
SERVICE COVERAGE RATIO (CALCULATED AFTER GIVING EFFECT TO THE PAYMENT MADE
PURSUANT TO CLAUSE (6) OF SECTION 7.46(A) HEREOF) SHALL BE EQUAL TO OR GREATER
THAN 1.30:1.0, PROVIDED THAT, FOR PURPOSES OF THIS CLAUSE (VI), ONLY APPROVED
LEASES WITH RESPECT TO WHICH RENTS ARE BEING PAID AS OF THE MEASURING DATE SHALL
BE INCLUDED FOR PURPOSES OF CALCULATING PRO FORMA OPERATING INCOME;
(VI)
THE NYTC UNITS REDEMPTION SHALL