THE EXTENSION LOAN LENDER), (IV) TO CAUSE TO BE PROVIDED TO AGENT
COPIES OF ANY COMMUNICATIONS GIVEN TO OR RECEIVED FROM EXTENSION LOAN LENDER
UNDER THE EXTENSION LOAN DOCUMENTS, (V) TO NOTIFY AGENT PROMPTLY OF THE
OCCURRENCE OF ANY DEFAULT UNDER THE EXTENSION LOAN DOCUMENTS, (VI) TO NOT PERMIT
FC MEMBER TO ENTER INTO ANY DOCUMENTS IN CONNECTION WITH THE EXTENSION LOAN
UNLESS AGENT SHALL HAVE GIVEN ITS PRIOR APPROVAL OF SUCH DOCUMENTS (AGENT HEREBY
ACKNOWLEDGING THAT EXTENSION LOAN DOCUMENTS SUBSTANTIALLY IN THE FORMS OF
EXHIBITS Q AND S TO THE FC OPERATING AGREEMENT ARE SATISFACTORY TO IT), (VII) TO
CAUSE THE EXTENSION LOAN CONDITION DESCRIBED IN CLAUSE (C) OF THE DEFINITION OF
EXTENSION LOAN CONDITIONS TO BE SATISFIED NO LATER THAN THE DATE THAT CORE AND
SHELL COMPLETION IS ACHIEVED AND TO CAUSE THE EXTENSION LOAN CONDITION DESCRIBED
IN CLAUSE (E) OF THE DEFINITION OF EXTENSION LOAN CONDITIONS TO BE SATISFIED NO
LATER THAN THE COMPLETION DATE, AND (VIII) TO CAUSE THE EXTENSION LOAN TO BE
MADE WITHIN ONE HUNDRED AND TWENTY (120) DAYS FOLLOWING SATISFACTION OF THE
EXTENSION LOAN CONDITIONS.
(B)
NOTWITHSTANDING ANYTHING IN SECTION 3.05(D) TO THE CONTRARY, IF,
ON THE DATE THE EXTENSION LOAN IS MADE, THERE ARE "OVERBUDGETED" PORTIONS OF ANY
LINE ITEM IN THE NYTC BUDGET PURSUANT TO CLAUSES (A), (B) OR (C) OF THE FIRST
SENTENCE OF SECTION 7.11(D) AND PROVIDED THAT NO LENDER OR LENDERS SHALL HAVE
MADE ADVANCES IN EXCESS OF SUCH LINE ITEM (TAKING INTO ACCOUNT SUCH COST
SAVINGS), THE AMOUNT OF THE EXTENSION LOAN AND THE MAXIMUM AMOUNT-NYTC SHALL BE
REDUCED BY THE AMOUNT OF SUCH COST SAVINGS BUT, NOTWITHSTANDING THE DEFINITION
OF MAXIMUM AMOUNT-FC, SUCH MAXIMUM AMOUNT-FC SHALL NOT BE INCREASED.
SECTION 7.36
SINGLE PURPOSE ENTITY.
UNTIL SUCH TIME AS THE
PROJECT LOAN IS PAID IN FULL, BORROWER:
103
(A)
EXCEPT AS REFERRED TO IN SECTION 7.19(A)(II) HEREOF, HAS NOT AND
WILL NOT AMEND, MODIFY OR OTHERWISE CHANGE ITS OPERATING AGREEMENT OR FORMATION
AGREEMENT OR CERTIFICATE OF FORMATION WITHOUT THE APPROVAL OF AGENT, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
(B)
EXCEPT AS REFERRED TO IN SECTION 7.19(A)(I) HEREOF, HAS NOT AND
WILL NOT ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION, OR LIQUIDATE OR
DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR DISSOLUTION), OR ACQUIRE BY
PURCHASE OR OTHERWISE ALL OR SUBSTANTIALLY ALL THE BUSINESS OR ASSETS OF, OR ANY
STOCK OR OTHER EVIDENCE OF BENEFICIAL OWNERSHIP OF, ANY PERSON;
(C)
HAS NOT AND WILL NOT GUARANTEE, PLEDGE ITS ASSETS FOR THE BENEFIT
OF, OR OTHERWISE BECOME LIABLE FOR OR IN CONNECTION WITH, ANY OBLIGATION OF ANY
PERSON;
(D)
HAS NOT OWNED AND WILL NOT OWN ANY ASSET OTHER THAN (I) THE
MORTGAGED PROPERTY AND (II) INCIDENTAL PERSONAL PROPERTY IN CONNECTION WITH THE
CONSTRUCTION OR OPERATION OF THE MORTGAGED PROPERTY;
(E)
HAS NOT ENGAGED AND WILL NOT ENGAGE, DIRECTLY OR INDIRECTLY, IN
ANY BUSINESS OTHER THAN THE ACQUISITION, DEVELOPMENT, CONSTRUCTION, OWNERSHIP,
MANAGEMENT AND OPERATION OF THE MORTGAGED PROPERTY;
(F)
HAS NOT ENTERED INTO AND WILL