ITS OR THEIR DILIGENT EFFORTS TO SUBDIVIDE LOT 15 INTO SEPARATE TAX
LOTS AS SOON AS PRACTICABLE SUCH THAT THE PORTION OF LOT 15 THAT IS SUBJECT TO
THE PROJECT LOAN MORTGAGE IS A SEPARATE TAX LOT.
SECTION 7.44
PERMITTED AFFILIATE CONTRACTS.
TO PROVIDE AGENT WITH
(A) NOTICE OF ANY PERMITTED AFFILIATE CONTRACT AT LEAST TEN (10) DAYS PRIOR TO
EXECUTION THEREOF AND (B) A COPY OF SUCH PERMITTED AFFILIATE CONTRACT PROMPTLY
AFTER THE EXECUTION THEREOF WITH NO CHANGES OR MODIFICATIONS FROM THE DRAFT
PREVIOUSLY SUBMITTED TO AGENT.
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NO PERMITTED AFFILIATE CONTRACT SHALL BE AMENDED OR EXTENDED WITHOUT THE PRIOR
APPROVAL OF AGENT, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
SECTION 7.45
PAYMENT AND PERFORMANCE BONDS.
TO OBTAIN, PROMPTLY
DELIVER TO AGENT AND MAINTAIN PAYMENT AND PERFORMANCE BONDS FOR ALL PAYMENT AND
PERFORMANCE BOND CONTRACTS.
SECTION 7.46
NYTC UNITS RELEASE PROVISIONS.
(A)
PROVIDED THAT NO
NOTICED DEFAULT OR EVENT OF DEFAULT EXISTS UNDER ANY BUILDING LOAN DOCUMENT OR
PROJECT LOAN DOCUMENT, THE NYTC UNITS MAY BE TRANSFERRED TO NYTC MEMBER IN
REDEMPTION OF NYTC MEMBER'S INTEREST IN BORROWER, AND UPON SUCH CONVEYANCE AND
REDEMPTION AND THE SATISFACTION OF THE FOLLOWING CONDITIONS, (X) THE RELEASES
AND TERMINATIONS REFERRED TO IN SECTION 7.46(D) HEREOF SHALL BE EFFECTUATED, (Y)
AGENT SHALL MODIFY THE LIENS OF THE BUILDING LOAN MORTGAGE AND PROJECT LOAN
MORTGAGE SO THAT THERE SHALL EXIST A SECOND PRIORITY MORTGAGE ENCUMBERING SOLELY
THE FC UNITS, WHICH MORTGAGE SHALL BE IN THE AMOUNT OF THE EXTENSION LOAN (AND
THE BUILDING LOAN NOTES AND PROJECT LOAN NOTES SHALL ALSO BE APPROPRIATELY
SEVERED TO REFLECT THE SAME) AND (Z) AGENT AND LENDERS SHALL ASSIGN SUCH
MORTGAGES (AND SUCH SEVERED NOTES) APPLICABLE TO THE FC UNITS TO EXTENSION LOAN
LENDER:
(1)
THE CONDOMINIUM DOCUMENTS SHALL HAVE BEEN FILED IN THE APPROPRIATE
PUBLIC OFFICES AND THE CONDOMINIUM THEREUNDER VALIDLY CREATED UNDER THE
CONDOMINIUM ACT, ALL OF THE CONDITIONS SET FORTH IN SECTION 7.30(C) SHALL HAVE
BEEN MET (OTHER THAN THE CONDITION SET FORTH IN SECTION 7.30(C)(I)) AND THERE
SHALL BE NO REMAINING LEGAL RESTRICTIONS UNDER THE CONDOMINIUM DOCUMENTS OR
UNDER APPLICABLE LAW TO SUCH CONVEYANCE AND REDEMPTION;
(2)
CORE AND SHELL COMPLETION SHALL HAVE BEEN ACHIEVED;
(3)
A TEMPORARY CERTIFICATE OF OCCUPANCY FOR EACH OF THE UNITS (WHICH
MAY BE A ZERO OCCUPANCY OR CORE AND SHELL TEMPORARY CERTIFICATE OF OCCUPANCY)
SHALL HAVE BEEN ISSUED;
(4)
AGENT SHALL HAVE RECEIVED NOT LESS THAN THIRTY (30) DAYS' PRIOR
NOTICE OF THE PROPOSED CONVEYANCE AND REDEMPTION;
(5)
THE NYTC UNITS WILL CONSTITUTE ONE OR MORE TAX LOTS SEPARATE AND
DISTINCT FROM THE TAX LOT OR LOTS APPLICABLE TO THE PORTION OF THE PREMISES
ENCUMBERED BY THE LIEN OF THE REMAINING PROJECT LOAN MORTGAGE;
(6)
AGENT SHALL HAVE RECEIVED BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS (A) AN AMOUNT SUFFICIENT (AFTER APPLICATION OF SUCH AMOUNT IN
ACCORDANCE WITH SECTION 7.46(B) BELOW) TO REDUCE THE REMAINING LOAN AMOUNT TO
$200,500,000.00 (LESS ANY PRIOR PRINCIPAL PREPAYMENTS PURSUANT TO SECTION 2.06
OF THE PROJECT LOAN MORTGAGE AND
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