REFERRED TO IN SECTION
7.32(A)(I) HEREOF;
(W)
WILL NOT HOLD TITLE TO ITS ASSETS OTHER THAN IN ITS NAME;
(X)
WILL NOT INSTITUTE PROCEEDINGS TO BE ADJUDICATED BANKRUPT OR
INSOLVENT; OR CONSENT TO THE INSTITUTION OF BANKRUPTCY OR INSOLVENCY PROCEEDINGS
AGAINST IT; OR FILE A PETITION SEEKING, OR CONSENT TO, REORGANIZATION,
ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION, DISSOLUTION OR SIMILAR
RELIEF UNDER ANY APPLICABLE FEDERAL OR STATE LAW RELATING TO BANKRUPTCY OR
INSOLVENCY; OR CONSENT TO THE APPOINTMENT OF A BANKRUPTCY ASSIGNEE OF ITSELF OR
THE MEMBERS OR A SUBSTANTIAL PART OF ITS OR THE MEMBERS' PROPERTY, OR OF ALL OR
ANY PART OF THE RENTS, REVENUES, ISSUES, EARNINGS, PROFITS OR INCOME
105
THEREOF; OR MAKE ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR ADMIT IN
WRITING ITS INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE; OR TAKE ANY
ACTION IN FURTHERANCE OF ANY SUCH ACTION; AND
(Y)
WILL NOT ACQUIRE ANY STOCK OR ASSETS OF, OR FORM A PARTNERSHIP,
JOINT VENTURE OR OTHER ENTITY WITH, ANY PERSON WITHOUT AGENT'S PRIOR APPROVAL.
The foregoing provisions of this Section 7.36 shall be incorporated into, and be
maintained in, Borrower's Articles of Organization for as long as any Borrower
Entity is indebted to Agent or the Lenders under any Project Loan Document.
SECTION 7.37
LABOR HARMONY.
BORROWER WILL NOT TERMINATE OR AMEND
THE NO-STRIKES AGREEMENT, WILL DILIGENTLY ENFORCE THE PROVISIONS THEREOF BINDING
ON THE OTHER PARTY THERETO, AND WILL USE DILIGENT EFFORTS TO CAUSE THE GENERAL
CONTRACTOR TO (X) UNDERTAKE TO CONTRACT WITH ONLY SUBCONTRACTORS AND, IF
APPLICABLE, SUPPLIERS WHO UTILIZE LABOR HAVING COMPATIBLE AFFILIATIONS WITH
THOSE CURRENTLY AVAILABLE IN THE NEW YORK CITY GEOGRAPHICAL AREA, AND (Y) TAKE
ALL APPROPRIATE AND LAWFUL STEPS SO THAT ALL UNION AND BARGAINING AGREEMENTS ARE
HONORED BY THE GENERAL CONTRACTOR AND ITS SUBCONTRACTORS AND, IF APPLICABLE, THE
GENERAL CONTRACTOR'S SUPPLIERS AND THAT NO JOB SITE DISRUPTION OR UNREST ENSUES.
SECTION 7.38
REQUIRED NOTICES.
TO GIVE (OR TO CAUSE TO BE GIVEN)
NOTICE TO AGENT PROMPTLY OF:
(A)
ANY MATERIAL NOTICE, PLEADING OR OTHER INFORMATION PERTAINING TO
THE PENDING LITIGATIONS RECEIVED BY BORROWER OR EITHER MEMBER AND ANY OTHER
MATERIAL ACTUAL OR THREATENED (IN WRITING) LITIGATION, INVESTIGATION OR
PROCEEDING AFFECTING BORROWER, EITHER MEMBER OR THE MORTGAGED PROPERTY;
(B)
ANY MATERIAL NOTICE RECEIVED BY ANY BORROWER OR ANY MEMBER FROM
ANY GOVERNMENTAL AUTHORITY RELATING TO THE PROPERTY;
(C)
ANY EVENT OR OCCURRENCE WHICH COULD REASONABLY BE EXPECTED TO (I)
DELAY "SUBSTANTIAL COMPLETION" (AS DEFINED IN THE GROUND LEASE) BEYOND THE FIXED
SUBSTANTIAL COMPLETION DATE OR CAUSE THE PROJECT NOT TO ACHIEVE FINAL COMPLETION
BY THE MATURITY DATE OR (II) OTHERWISE CAUSE A MATERIAL ADVERSE EFFECT; AND
(D)
ANY MATERIAL NOTICE GIVEN OR RECEIVED IN CONNECTION WITH THE
OPERATING AGREEMENT.
Each notice pursuant to this Section 7.38 shall be accompanied by a statement of
Borrower setting forth details of the occurrence referred to therein and stating
what action Borrower or the applicable Borrower Entity proposes to take with
respect thereto.
SECTION 7.39
PROTECTION AGAINST LIENS.
WITHIN SIXTY