To (i) not amend or supplement the
Condominium Documents without Agent's prior approval, such approval not to be
unreasonably withheld (Borrower and Agent hereby acknowledging and confirming
that (x) subject to clause (y) of this parenthetical clause, Agent has approved
the Condominium Declaration and the Condominium By-Laws substantially in the
form attached as Exhibit E to the Operating Agreement, as the same is to be
amended in accordance with the First Amendment) and (y) Agent's approval, not to
be unreasonably withheld, shall be required with respect to all portions of the
Condominium Declaration and Condominium By-Laws not yet finalized and therefore
not contained in said amended Exhibit E (e.g., Exhibits C, D and G of the
Condominium Declaration), (ii) cause the Condominium Documents to comply with
all applicable Legal Requirements, (iii) cause the Condominium Documents to be
filed in the appropriate public offices and the condominium thereunder to be
validly created on or prior to the achievement of Core and Shell Completion and
(vi) from and after the date that the condominium is created, diligently enforce
(and use diligent efforts to cause the condominium association to enforce) the
second sentence of Section 1 of Article IX of the Condominium Declaration.
(B)
WITHOUT THE PRIOR CONSENT OF AGENT, NEITHER BORROWER NOR ANY
MEMBER SHALL ABANDON OR CHANGE ITS PLAN FOR SUBMISSION OF THE MORTGAGED PROPERTY
TO THE CONDOMINIUM FORM OF OWNERSHIP.
(C)
AGENT SHALL, ON BORROWER'S REQUEST, AND PROVIDED NO NOTICED
DEFAULT OR EVENT OF DEFAULT SHALL THEN EXIST, SUBORDINATE THE LIEN OF THE
BUILDING LOAN MORTGAGE TO THE LIENS IN FAVOR OF THE CONDOMINIUM FOR COMMON
CHARGES SET FORTH IN THE CONDOMINIUM DECLARATION PURSUANT TO THE CONDOMINIUM
SUBORDINATION AGREEMENT, UPON THE SATISFACTION OF THE CONDITIONS ENUMERATED
BELOW:
(I)
THE NYTC UNITS REDEMPTION SHALL HAVE OCCURRED IN ACCORDANCE WITH
SECTION 7.46(A) HEREOF;
(II)
THE TITLE INSURANCE POLICY INSURING THE BUILDING LOAN MORTGAGE
SHALL HAVE BEEN ENDORSED TO PROVIDE AFFIRMATIVE INSURANCE IN THE FORM OF
EXHIBIT N ATTACHED HERETO, TO THE EFFECT THAT THE MORTGAGED PROPERTY CONSTITUTES
A CONDOMINIUM VALIDLY CREATED UNDER THE CONDOMINIUM ACT, AGENT SHALL HAVE
RECEIVED AN ASSURANCE LETTER FROM THE TITLE COMPANIES IN THE FORM OF EXHIBIT O
HERETO AND AGENT SHALL HAVE RECEIVED AN ENDORSEMENT TO THE EXISTING TITLE POLICY
TO THE EFFECT THAT THE SPREADING OF THE BUILDING LOAN MORTGAGE AND THE
97
PROJECT LOAN MORTGAGE REFERRED TO BELOW SHALL NOT EFFECT THE VALIDITY OR
PRIORITY OF SUCH MORTGAGES;
(III)
BORROWER SHALL HAVE DULY EXECUTED AND DELIVERED, OR CAUSED TO BE
DULY EXECUTED AND DELIVERED, TO AGENT (A) A CONDITIONAL ASSIGNMENT OF BORROWER'S
RIGHTS UNDER THE CONDOMINIUM DOCUMENTS IN THE FORM OF EXHIBIT P HERETO AND (B) A
CONDITIONAL RESIGNATION OF EACH OF THE MANAGERS (AS DEFINED IN THE CONDOMINIUM
DECLARATION) OF THE CONDOMINIUM ASSOCIATION IN THE FORM OF EXHIBIT Q HERETO;
(IV)
AGENT SHALL HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY
SATISFACTORY TO AGENT WHICH SHALL INCLUDE OPINIONS TO THE EFFECT THAT (A) THE
CONDOMINIUM DOCUMENTS SATISFY ALL APPLICABLE REQUIREMENTS OF GOVERNMENTAL
AUTHORITIES AND