pursuant to this Section
3.19(a) and if the second extension has occurred, Borrower shall have no further
right to extend the term of the Loans pursuant to this Section 3.19(a).
(B)
FORCE MAJEURE EXTENSION.
BORROWER SHALL HAVE ONE OR MORE OPTIONS
TO EXTEND THE TERM OF THE LOANS (BUT NOT THE TERM OF ONLY THE BUILDING LOAN OR
ONLY THE PROJECT LOAN) IF A FORCE MAJEURE EVENT SHALL HAVE OCCURRED AND IF THE
FOLLOWING TERMS AND CONDITIONS ARE SATISFIED:
(I) NOT MORE THAN FIVE
(5) BUSINESS DAYS AFTER BORROWER BECOMES AWARE OF THE OCCURRENCE OF A FORCE
MAJEURE EVENT, BORROWER
47
SHALL HAVE GIVEN AGENT NOTICE OF THE OCCURRENCE OF SUCH FORCE MAJEURE EVENT AND
A NOTICE OF ITS ELECTION TO EXTEND THE TERM OF THE LOANS PURSUANT TO THIS
SECTION 3.19(B) AND SECTION 3.19(B) OF THE PROJECT LOAN AGREEMENT (THE DATE ON
WHICH SUCH NOTICE SHALL BE GIVEN BEING HEREINAFTER REFERRED TO AS THE "FORCE
MAJEURE EXTENSION OPTION EXERCISE DATE"); (II) IN THE REASONABLE JUDGMENT OF
AGENT, SUCH FORCE MAJEURE EVENT WILL DELAY FINAL COMPLETION OF THE PROJECT
BEYOND THE MATURITY DATE; (III) IN THE REASONABLE JUDGMENT OF AGENT, BORROWER
SHALL HAVE TAKEN ALL STEPS COMMERCIALLY REASONABLE TO MITIGATE THE EFFECTS OF
SUCH FORCE MAJEURE EVENT; (IV) ON THE FORCE MAJEURE EXTENSION OPTION DATE, NO
NOTICED DEFAULT OR EVENT OF DEFAULT SHALL EXIST UNDER ANY LOAN DOCUMENT;
(V) BORROWER SHALL HAVE PROVIDED TO AGENT EVIDENCE OF THE CONTINUATION OF THE
POLICIES AND THE PAYMENT OF ANY PREMIUMS THEN DUE THEREFOR; (VI) APPROPRIATE
EXTENSIONS, TO THE EXTENT REQUIRED TO KEEP SUCH DOCUMENT IN FULL FORCE AND
EFFECT AND FREE FROM ANY DEFAULT, SHALL HAVE BEEN GRANTED UNDER THE PUBLIC
PROJECT AGREEMENTS AND FOR A PERIOD OF TIME AT LEAST EQUAL TO THE FORCE MAJEURE
EXTENSION PERIOD; (VII) BORROWER SHALL HAVE PROVIDED TO AGENT EVIDENCE OF THE
CONTINUATION OF THE INITIAL ADVANCE INTEREST RATE CAP THROUGH THE EXTENDED
MATURITY DATE ON TERMS AND CONDITIONS REASONABLY SATISFACTORY TO AGENT, TO THE
EXTENT BORROWER WAS REQUIRED TO PURCHASE THE INITIAL ADVANCE INTEREST RATE CAP
IN ACCORDANCE WITH THE TERMS HEREOF, OR, IF NO INITIAL ADVANCE INTEREST RATE CAP
WAS SO REQUIRED, BORROWER AND AGENT SHALL HAVE ENTERED INTO A WRITTEN AGREEMENT
REASONABLY SATISFACTORY TO AGENT WITH RESPECT TO INTEREST RATE PROTECTION DURING
THE FORCE MAJEURE EXTENSION PERIOD (PROVIDED THAT IF, IN AGENT'S DISCRETION, THE
COST OF ANY INTEREST RATE PROTECTION REQUIRED BY THIS CLAUSE (VII) IS
PROHIBITIVE, BORROWER MAY DEPOSIT WITH OR DELIVER TO AGENT OTHER SECURITY IN
LIEU THEREOF SATISFACTORY TO AGENT); AND (VIII) EACH GUARANTOR SHALL ACKNOWLEDGE
AND CONFIRM TO AGENT, ON OR PRIOR TO THE MATURITY DATE, THE EXERCISE OF THE
EXTENSION PERIOD BY BORROWER.
THE PERIOD OF THE EXTENSION OPTION UNDER THIS
SECTION 3.19(B) SHALL BE DETERMINED BY AGENT IN ITS REASONABLE JUDGMENT AND
SHALL BE EQUAL TO THE NUMBER OF DAYS BY WHICH SUBSTANTIAL COMPLETION HAS BEEN OR
IS REASONABLY EXPECTED TO BE DELAYED DUE TO SUCH FORCE MAJEURE EVENT, ASSUMING
THAT BORROWER AND THE GENERAL CONTRACTOR