FULL FORCE AND EFFECT, (C) THE ASSIGNMENT
REFERRED TO IN CLAUSE (III) OF THIS SUBSECTION HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY BORROWER AND IS ENFORCEABLE AGAINST BORROWER AND (D)
THE RESIGNATIONS REFERRED TO IN CLAUSE (III) OF THIS SUBSECTION ARE ENFORCEABLE
AGAINST SAID PARTIES IN ACCORDANCE WITH THEIR RESPECTIVE TERMS;
(V)
THE CONDOMINIUM WHICH SHALL BE CREATED BY THE CONDOMINIUM
DOCUMENTS, TOGETHER WITH BORROWER, SHALL HAVE FURNISHED TO AGENT, AT NO COST OR
EXPENSE TO AGENT, A BLANKET INSURANCE POLICY COMPLYING WITH THE APPLICABLE
REQUIREMENTS CONTAINED IN THE PROJECT LOAN MORTGAGE;
(VI)
THE CONDOMINIUM ASSOCIATION SHALL HAVE (A) COLLATERALLY ASSIGNED
ITS RIGHTS TO LEASES OF ROOFTOP AND LOBBY SPACES AND AGREED TO DEPOSIT ALL RENTS
THEREFROM (TO THE EXTENT OF FC MEMBER'S INTEREST THEREIN) INTO ONE OF THE
COLLECTION ACCOUNTS AND (B) COLLATERALLY ASSIGNED THE RIGHTS TO EXCESS CASUALTY
PROCEEDS (TO THE EXTENT OF FC MEMBER'S INTEREST THEREIN) TO AGENT FOR THE
BENEFIT OF AGENT AND LENDERS, IN EACH CASE PURSUANT TO AN AGREEMENT IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND AGENT SHALL
96
HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AGENT AS TO THE
DUE AUTHORIZATION, EXECUTION AND DELIVERY AND ENFORCEABILITY OF SUCH AGREEMENTS
AND SUCH OTHER CUSTOMARY MATTERS WITH RESPECT THERETO AS AGENT MAY REASONABLY
REQUIRE;
(VII)
THE PROJECT LOAN MORTGAGE SHALL HAVE BEEN SPREAD TO COVER THE
SEVERANCE SUBLEASES TO WHICH FC MEMBER IS A PARTY AND THE GROUND LEASE SHALL BE
RELEASED FROM THE LIEN THEREOF;
(VIII)
THE LEASE ASSIGNMENT (AS DEFINED IN THE GROUND LEASE) SHALL HAVE
BEEN DULY EXECUTED AND DELIVERED;
(IX)
AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, A TITLE CONTINUATION), CERTIFICATES, INSTRUMENTS, OPINIONS
OR ASSURANCES AS AGENT MAY REASONABLY REQUEST; AND
(X)
BORROWER SHALL HAVE PAID ALL REASONABLE OUT OF POCKET COSTS AND
EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE FOREGOING (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS).
(D)
BORROWER SHALL GIVE AGENT NOT LESS THAN TEN (10) BUSINESS DAYS
NOTICE OF ANY MEETING OF THE CONDOMINIUM BOARD AND SHALL CAUSE AGENT OR ANY
REPRESENTATIVE THEREOF TO BE PERMITTED TO ATTEND ANY SUCH MEETING.
UPON
REASONABLE NOTICE BY AGENT, BORROWER SHALL CAUSE AGENT OR ANY REPRESENTATIVE
THEREOF TO BE PERMITTED TO INSPECT THE BOOKS AND RECORDS OF THE BOARD OF
MANAGERS AND THE FC BOARD OF MANAGERS (AS EACH SUCH TERM IS DEFINED IN THE
CONDOMINIUM DOCUMENTS).
SECTION 7.31
DEVELOPER.
TO RETAIN DEVELOPER OR AN ACCEPTABLE
DEVELOPER AS THE DEVELOPER (OR, FROM AND AFTER SUBSTANTIAL COMPLETION, THE
OPERATOR OR MANAGER AND PERSON WITH PRINCIPAL RESPONSIBILITY AND AUTHORITY
(SUBJECT TO VETO RIGHTS OVER MAJOR DECISIONS HELD BY PERSONS WITH EQUITY
INTERESTS IN THE PROJECT) FOR LEASING DECISIONS) OF THE PROJECT.
SECTION 7.32
NO TRANSFERS OR ENCUMBRANCES.
(A)
NOT TO, WITHOUT
THE PRIOR APPROVAL OF, (1) IN THE CASE OF TRANSFERS CONTEMPLATED BY CLAUSE (I)
OF THIS SUBSECTION, THE SUPER-MAJORITY LENDERS, (2) IN THE CASE OF TRANSFERS
CONTEMPLATED BY CLAUSES (II) AND (III) OF THIS SUBSECTION, BUT ONLY IF SUCH
TRANSFERS RESULT IN A