OF
THE UNITED STATES OF AMERICA OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY
THEREOF OR THEREIN (SUCH NON-EXCLUDED TAXES BEING CALLED "ADDITIONAL TAXES"). IF
ANY ADDITIONAL TAXES ARE REQUIRED TO BE WITHHELD FROM ANY AMOUNTS PAYABLE TO
PAYEE HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, THE AMOUNTS SO PAYABLE
TO PAYEE SHALL BE INCREASED TO THE EXTENT NECESSARY TO YIELD TO PAYEE (AFTER
PAYMENT OF ALL ADDITIONAL TAXES) INTEREST OR ANY SUCH OTHER AMOUNTS PAYABLE
HEREUNDER AT THE RATES OR IN THE AMOUNTS SPECIFIED IN THIS NOTE. IF PAYEE IS AN
ENTITY ORGANIZED UNDER A FOREIGN (NON-U.S.) JURISDICTION AND IS ENTITLED TO AN
EXEMPTION FROM OR REDUCTION OF ADDITIONAL TAXES UNDER THE LAW OF THE
GOVERNMENTAL AUTHORITY IMPOSING THE TAX OR ANY TREATY TO WHICH THE JURISDICTION
IS A PARTY, WITH RESPECT TO PAYMENTS UNDER THIS NOTE OR UNDER ANY OF THE OTHER
LOAN DOCUMENTS, PAYEE SHALL DELIVER TO MAKER, AT THE TIME OR TIMES PRESCRIBED BY
APPLICABLE LAW, SUCH PROPERLY COMPLETED AND EXECUTED DOCUMENTATION PRESCRIBED BY
APPLICABLE LAW OR REASONABLY REQUESTED BY MAKER AS WILL PERMIT SUCH PAYMENTS TO
BE MADE WITHOUT WITHHOLDING OR AT A REDUCED RATE.
(E)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR IN ANY OTHER LOAN
DOCUMENT, MAKER SHALL HAVE THREE (3) CONSECUTIVE OPTIONS TO EXTEND THE TERM OF
THE LOAN FROM THE ORIGINAL MATURITY DATE, EACH OF SAID EXTENSION OPTIONS FOR A
PERIOD OF ONE (1) YEAR (EACH, AN "EXTENSION OPTION", AND THE TERM EXTENDED
PURSUANT THERETO, AN "EXTENSION TERM"); PROVIDED THAT, WITH RESPECT TO THE
EXERCISE OF EACH EXTENSION OPTION (I) PAYEE HAS RECEIVED WRITTEN NOTICE NOT MORE
THAN ONE HUNDRED TWENTY (120) DAYS BUT NOT LESS THAN TWENTY (20) DAYS PRIOR TO
THE MATURITY DATE THAT MAKER DESIRES TO EXTEND THE MATURITY DATE (THE "MATURITY
DATE NOTICE"), (II) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING ON EITHER THE DATE OF THE MATURITY DATE NOTICE OR THE DATE THE
APPLICABLE EXTENSION TERM WOULD COMMENCE AND (III) MAKER HAS DELIVERED TO PAYEE,
AS A CONDITION PRECEDENT TO THE COMMENCEMENT OF AN EXTENSION TERM, PROOF,
SATISFACTORY TO PAYEE IN ALL RESPECTS, THAT (A) WITH RESPECT TO THE EXERCISE OF
THE SECOND EXTENSION OPTION AND THE THIRD EXTENSION OPTION, THE DEBT SERVICE
COVERAGE RATIO AS OF THE PAYMENT DATE WHICH IS IMMEDIATELY PRIOR TO THE THEN
EFFECTIVE MATURITY DATE (I.E., WITHOUT GIVING EFFECT TO SUCH EXTENSION) IS 1.10
TO 1.00 OR GREATER; AND (B) WITH RESPECT TO EACH EXTENSION OPTION, EITHER THE
EXISTING RATE CAP AGREEMENT HAS BEEN EXTENDED FOR A PERIOD OF NOT LESS THAN ONE
(1) YEAR OR A REPLACEMENT RATE CAP AGREEMENT HAS BEEN OBTAINED IN FORM AND
SUBSTANCE SUBSTANTIALLY SIMILAR TO THE RATE CAP AGREEMENT DELIVERED ON THE
CLOSING DATE, AND ISSUED BY A CAP PROVIDER HAVING A LONG-TERM UNSECURED DEBT
RATING OF "A" (OR ITS EQUIVALENT) BY EACH RATING AGENCY, WITH A LIBOR RATE
STRIKE PRICE OF SEVEN PERCENT (7%) PER ANNUM AND A TERM OF NOT LESS THAN ONE
(1) YEAR (AND IF PAYEE IS NOT