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
PROJECT 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:
95
(I)
THE NYTC UNITS REDEMPTION SHALL HAVE OCCURRED IN ACCORDANCE WITH
SECTION 7.46(A) HEREOF;
(II)
THE TITLE INSURANCE POLICY INSURING THE PROJECT 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 PROJECT LOAN MORTGAGE AND THE BUILDING 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 HAVE BEEN DULY EXECUTED AND DELIVERED AND ARE ENFORCEABLE
AGAINST AND BY THE BORROWER, (B) ALL LEGAL REQUIREMENTS RELATING TO THE
FORMATION OF THE CONDOMINIUM HAVE BEEN DULY SATISFIED AND, ASSUMING THE
RECORDING OF THE CONDOMINIUM DECLARATION AND THE SUBORDINATION OF THE PROJECT
LOAN MORTGAGE AND BUILDING LOAN MORTGAGE TO THE CONDOMINIUM DECLARATION PURSUANT
TO THE CONDOMINIUM SUBORDINATION AGREEMENT, THE CONDOMINIUM HAS BEEN DULY AND
VALIDLY CREATED AND IS EXISTING IN