OF DEFAULT THAT OCCURS AS A RESULT OF A
BREACH OF SAID PARAGRAPH 8 OF THE FC COMPLETION GUARANTY OR SAID SECTION 4 OF
THE FC NON-RECOURSE CARVEOUTS GUARANTY ONLY, A REIMBURSEMENT TO AGENT FOR ANY
LOSSES OR EXPENSES ALREADY SUFFERED BY AGENT AS A RESULT OF ANY SUCH BREACH AND
AN INDEMNITY AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT
AND SUCH PERSON (WHICH INDEMNITY AGREEMENT MAY BE INCLUDED IN SUCH NON-RECOURSE
CARVEOUTS GUARANTY, BUT WHICH SHALL IN ANY EVENT BE COVERED IN THE OPINION OF
COUNSEL REFERENCED ABOVE) PURSUANT TO WHICH SUCH PERSON SHALL AGREE TO INDEMNIFY
AGENT FOR ANY SUBSEQUENT LOSSES OR EXPENSES AGENT SUFFERS AS A RESULT OF SUCH A
BREACH, THEN SUCH EVENT OF DEFAULT SHALL BE DEEMED TO HAVE BEEN CURED, AND, FROM
AND AFTER SUCH DATE, ALL REFERENCES TO THE FC NON-RECOURSE CARVEOUTS GUARANTY
AND (IF APPLICABLE) THE FC COMPLETION GUARANTY, AND FC GUARANTOR SHALL INSTEAD
BE
100
REFERENCES TO SUCH NON-RECOURSE CARVEOUTS GUARANTY, SUCH COMPLETION GUARANTY (IF
APPLICABLE) AND SUCH PERSON.
(F)
AGENT'S APPROVAL RIGHTS UNDER THIS SECTION SHALL APPLY TO EVERY
FUTURE TRANSFER, WHETHER VOLUNTARY OR NOT, AND WHETHER OR NOT AGENT HAS APPROVED
ANY PRIOR TRANSFER.
ANY TRANSFER MADE IN CONTRAVENTION OF THIS SECTION SHALL BE
NULL AND VOID AND OF NO FORCE AND EFFECT.
SECTION 7.33
NO DISTRIBUTIONS.
TO NOT MAKE ANY DISTRIBUTIONS OR
OTHER PAYMENTS OR DISBURSEMENTS TO ANY BORROWER ENTITY OR AFFILIATES OF ANY
BORROWER ENTITY UNTIL THE PROJECT LOAN HAS BEEN REPAID IN FULL, OTHER THAN (A)
DISTRIBUTIONS OF THE PAYMENTS PERMITTED UNDER SECTION 3.05(D) HEREOF AND SECTION
3.05(D) OF THE BUILDING LOAN AGREEMENT, (B) PAYMENTS PROVIDED FOR UNDER THE
COLLECTION ACCOUNTS AGREEMENT AND THE SECURITY DEPOSIT ACCOUNTS AGREEMENT, (C)
THE PAYMENT TO FC 41ST STREET, WITH INITIAL REQUIRED EQUITY FUNDS, OF A $545,000
CONSTRUCTION FINANCING FEE THAT IS PART OF THE "FINANCING FEES AND
OUT-OF-POCKET" LINE ITEM IN THE FC UNITS BUDGET, (D) PAYMENTS (THROUGH FC
MEMBER) TO FC 41ST STREET AND ING MEMBER OF THE $14 MILLION SITE MANAGEMENT FEE
COVERED BY THE $14 MILLION "SITE MANAGEMENT" LINE ITEM ON THE FC UNITS BUDGET,
BUT ONLY (X) PRIOR TO THE FIRST ADVANCE HEREUNDER, TO THE EXTENT OF ACTUAL
OUT-OF-POCKET COSTS INCURRED, IN CONNECTION WITH SITE MANAGEMENT ACTIVITIES
UNDERTAKEN BY FC 41ST STREET AND ING MEMBER, AND REASONABLY APPROVED BY AGENT
AND (Y) FROM AND AFTER THE FIRST ADVANCE HEREUNDER, IN ACCORDANCE WITH SECTION
3.05(D) HEREOF, (E) DISTRIBUTIONS TO FC MEMBER UNDER SECTION 3.01(B) OF THE
OPERATING AGREEMENT, DISTRIBUTIONS AND REIMBURSEMENTS TO NYTC MEMBER UNDER
SECTIONS 3.01(C) AND 3.01(E) OF THE OPERATING AGREEMENT, DISTRIBUTIONS TO ING
MEMBER UNDER SECTIONS 3.02(A)(2) AND 3.02(D)(2) OF THE FC OPERATING AGREEMENT
AND DISTRIBUTIONS PURSUANT TO SECTION 3.02(C) OF THE FC OPERATING AGREEMENT, AND
(F) REPAYMENTS OF THE EQUITY CONTRIBUTION (INCLUDING INTEREST THEREON).
SECTION 7.34
ESTOPPELS.
(A) TO EXECUTE (AND TO CAUSE EACH OTHER
BORROWER ENTITY TO EXECUTE) AND DELIVER TO AGENT, WITHIN TEN (10) DAYS AFTER
REQUEST THEREFOR IS MADE BY AGENT, AN ESTOPPEL CERTIFICATE TO AGENT