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 PROJECT 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;
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(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 HAVE OCCURRED ON OR BEFORE THE
MEASURING DATE; AND
(VII)
THE RATIO, EXPRESSED AS A PERCENTAGE, OF THE REMAINING LOAN AMOUNT
AS OF THE MATURITY DATE TO THE APPRAISED VALUE (AS SHOWN IN A NEW APPRAISAL BY
THE APPRAISER THAT PERFORMED THE APPRAISAL OR ANY OTHER "MAI" APPRAISER SELECTED
BY AGENT OR AN UPDATE TO THE APPRAISAL, IN EITHER CASE DATED AS OF A DATE NO
EARLIER THAN SIXTY (60) DAYS PRIOR TO THE MEASURING DATE) SHALL BE EQUAL TO OR
LESS THAN FIFTY-FIVE PERCENT (55%).
If the conditions under this Section 3.19(a) are met, then the reference to the
Original Maturity Date in the definition of Maturity Date (or such later date
that has replaced the Original Maturity Date in said definition as a result of
the application of the last sentence of Section 3.19(b) hereof) shall be deemed
deleted and replaced with a reference to a date that is the six-month
anniversary of the Original Maturity Date (or such later date) (in the case of
the first option) (such date, the "First Extended Maturity Date") or the date
that is the six-month anniversary of the First Extended Maturity Date (or such
later date that has replaced the First Extended Maturity Date in said definition
as a result of the application of the last sentence of Section 3.19(b)
hereof)(in the case of the second option) (the "Second Extended Maturity
Date").
Such extension shall be on the same terms and conditions contained in
this Agreement except (x) to the extent expressly provided to the contrary
herein, and (y) if the first extension has occurred, Borrower shall only have
the right to one (1) remaining six-month extension