SECTION 2.06 OF THE BUILDING LOAN MORTGAGE); AND (B) ALL AMOUNTS REQUIRED BY
CLAUSES (X) AND (Y) OF THE FIRST SENTENCE OF SECTION 3.12 HEREOF, WHICH AMOUNTS
SHALL BE APPLIED AS PROVIDED IN SECTION 7.46(B) BELOW;
(7)
BORROWER SHALL HAVE PAID ALL REASONABLE, THIRD-PARTY OUT OF POCKET
COSTS AND EXPENSES INCURRED BY AGENT IN CONNECTION WITH SUCH SEVERANCE,
ASSIGNMENT AND RELEASE (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS);
(8)
AGENT SHALL HAVE RECEIVED AN ENDORSEMENT TO THE EXISTING TITLE
POLICY TO THE EFFECT THAT THE APPLICABLE MODIFICATIONS OF THE BUILDING LOAN
MORTGAGE AND THE PROJECT LOAN MORTGAGE AND THE ASSIGNMENTS AND RELEASES SHALL
NOT CAUSE A SUBORDINATION, IN WHOLE OR IN PART, OF THE BUILDING LOAN MORTGAGE
AND PROJECT LOAN MORTGAGE AS THEY AFFECT THE REMAINING UNITS;
(9)
BORROWER SHALL HAVE PAID ANY MORTGAGE TAX OR TRANSFER TAXES DUE,
AND PROPERLY COMPLETED AND SUBMITTED ANY REQUIRED TAX FORMS, IN CONNECTION WITH
THE ENTERING INTO OF THE EXTENSION LOAN AND THE NYTC UNITS REDEMPTION;
(10)
THE REDEMPTION OF THE FC UNITS IN ACCORDANCE WITH SECTION 7.50
HEREOF SHALL HAVE OCCURRED (OR SHALL BE OCCURRING SIMULTANEOUSLY WITH THE NYTC
UNITS REDEMPTION);
(11)
BORROWER SHALL HAVE DELIVERED TO AGENT ALL OF THE DOCUMENTS
EXECUTED IN CONNECTION WITH EXTENSION LOAN WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, AND AN INTERCREDITOR AGREEMENT BETWEEN EXTENSION LOAN
LENDER AND AGENT, FOR ITSELF AND ON BEHALF OF LENDERS, WITH RESPECT TO THE
EXTENSION LOAN (THE "EXTENSION LOAN INTERCREDITOR AGREEMENT"), SUBSTANTIALLY IN
THE FORM ATTACHED HERETO AS EXHIBIT R; AND
(12)
AGENT SHALL HAVE RECEIVED SUCH OTHER OPINIONS, DOCUMENTS,
CERTIFICATES, INSTRUMENTS, OR ASSURANCES (INCLUDING, WITHOUT LIMITATION, ANY NEW
UCC-1 FINANCING STATEMENTS) AS AGENT MAY REASONABLY REQUEST IN CONNECTION WITH
THE ACTIONS AND EVENTS DESCRIBED IN THIS SECTION 7.46(A).
(B)
AT THE OPTION OF NYTC MEMBER, AMOUNTS RECEIVED BY AGENT UNDER
CLAUSE (6) OF SECTION 7.46(A), SHALL, AT NYTC MEMBER'S OPTION, (I) BE
IMMEDIATELY USED TO PREPAY THE OUTSTANDING PRINCIPAL AND ALL ACCRUED AND UNPAID
INTEREST THEREON IN ACCORDANCE WITH SECTION 3.12 HEREOF, OR (II) PURSUANT TO AN
AGREEMENT BETWEEN NYTC MEMBER AND AGENT REASONABLY SATISFACTORY TO AGENT, BE
HELD BY AGENT AS ADDITIONAL COLLATERAL FOR THE BUILDING LOAN AND PROJECT LOAN
UNTIL A DATE SELECTED BY NYTC MEMBER THAT IS NOT LATER THAN THE FIRST BUSINESS
DAY OF THE NEXT SUCCEEDING MONTH (AND BORROWER OR NYTC MEMBER SHALL ALSO DEPOSIT
WITH AGENT INTEREST ON SUCH AMOUNT
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THAT WILL ACCRUE THROUGH SUCH DATE), ON WHICH DATE SUCH AMOUNTS (PLUS ANY
INTEREST EARNED THEREON) SHALL BE APPLIED TO PREPAY THE OUTSTANDING PRINCIPAL
AND ACCRUED AND UNPAID INTEREST IN ACCORDANCE WITH SECTION 3.12 HEREOF.
NOTWITHSTANDING THE FOREGOING, ANY AMOUNTS PAID PURSUANT TO CLAUSE (6) OF THIS
SECTION 7.46(B) IN EXCESS OF THE THEN MAXIMUM AMOUNT-NYTC SHALL BE DISBURSED TO
NYTC MEMBER.
(C)
UPON THE RELEASE OF THE NYTC UNITS IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 7.46, (I) THE NYTC UNITS SHALL BE RELEASED FROM THE
LIENS OF THE REMAINING BUILDING LOAN MORTGAGE AND PROJECT LOAN