THEN REQUIRED BY APPLICABLE LAW;
(12)
ARCHITECT'S STATEMENT AND GENERAL CONTRACTOR'S CERTIFICATE.
A
STATEMENT FROM LEAD ARCHITECT (THE "ARCHITECT'S CERTIFICATE") AND A CERTIFICATE
FROM THE GENERAL CONTRACTOR (THE "GENERAL CONTRACTOR'S CERTIFICATE") IN THE
FORMS ATTACHED HERETO AS EXHIBITS I AND J, RESPECTIVELY OR IN SUCH OTHER FORMS
AS MAY BE ACCEPTABLE TO AGENT;
(13)
LEASES.
COPIES OF ALL LEASES, IF ANY, EACH CERTIFIED BY BORROWER
OR THE APPLICABLE MEMBER, AS APPLICABLE, AND EACH SATISFACTORY TO AGENT;
NON-DISTURBANCE AGREEMENTS BETWEEN AGENT AND THE TENANTS UNDER SUCH LEASES TO
THE EXTENT REQUIRED BY SECTION 7.14(B) HEREOF (WITH SUCH CHANGES THERETO AS MAY
BE REASONABLY APPROVED BY AGENT) OR IN SUCH OTHER FORM AS MAY BE REASONABLY
APPROVED BY AGENT; ESTOPPEL CERTIFICATES FROM THE TENANTS UNDER SUCH LEASES, IN
THE FORM ATTACHED HERETO AS EXHIBIT K; A NEW YORK REAL PROPERTY LAW
SECTION 291-F NOTICE (A "SECTION 291-F NOTICE") WITH RESPECT TO EACH LEASE; AND
AN EXECUTED ACKNOWLEDGMENT FROM EACH TENANT UNDER SUCH LEASES RELATING TO THE
PAYMENT OF RENT AND SECURITY DEPOSITS TO THE APPLICABLE COLLECTION ACCOUNTS AND
SECURITY DEPOSITS ACCOUNT AND THE USE OF AN EXPEDITED CHECK CLEARING PROCESS;
(14)
ORGANIZATIONAL DOCUMENTS.
COPIES OF ALL ORGANIZATIONAL
DOCUMENTATION RELATED TO THE BORROWER ENTITIES AND SUCH OTHER ENTITIES AS AGENT
SHALL REQUEST AND/OR THEIR FORMATION, STRUCTURE, EXISTENCE, GOOD STANDING AND/OR
QUALIFICATION TO DO BUSINESS, AS AGENT MAY REQUEST, INCLUDING SUCH RESOLUTIONS
AND/OR CONSENTS AND INCUMBENCY CERTIFICATES AS MAY BE REQUESTED BY AGENT,
CERTIFIED IN EACH CASE BY THE APPLICABLE BORROWER ENTITY;
(15)
OWNERSHIP STRUCTURE CHART.
A CHART SHOWING ALL DIRECT AND INDIRECT
OWNERSHIP INTERESTS IN BORROWER AND THE MEMBERS (BUT NOT INCLUDING ANY DIRECT OR
INDIRECT OWNERSHIP INTERESTS IN EITHER GUARANTOR PROVIDED THAT THE SHARES OF
SUCH GUARANTOR ARE LISTED ON A NATIONALLY RECOGNIZED EXCHANGE), TO THE EXTENT
REQUIRED BY AGENT, IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT AND CERTIFIED BY
BORROWER OR THE APPLICABLE MEMBER, AS TRUE, COMPLETE AND CORRECT IN ALL RESPECTS
AS OF THE CLOSING DATE;
(16)
BUDGETS.
THE BUDGETS, CERTIFIED BY BORROWER;
(17)
SEARCHES.
TO THE EXTENT REQUIRED BY AGENT, CURRENT TAX LIEN,
PENDING LITIGATION, BANKRUPTCY, JUDGMENT LIEN AND UNIFORM COMMERCIAL CODE
SEARCHES AGAINST EACH BORROWER ENTITY AND SUCH OTHER ENTITIES AS AGENT SHALL
REQUEST, IN SUCH JURISDICTIONS AND OFFICES AS AGENT SHALL DESIGNATE, DATED NOT
EARLIER THAN 30 DAYS BEFORE THE CLOSING DATE.
53
SUCH SEARCHES SHALL NOT HAVE REVEALED ANY LIEN, LITIGATION, BANKRUPTCY OR FILING
AGAINST ANY SUCH ENTITIES OTHER THAN THOSE ACCEPTABLE TO AGENT; AND
(18)
PLAN AND COST REVIEW.
A PLAN AND COST REVIEW PREPARED BY
CONSTRUCTION CONSULTANT AND ACCEPTABLE TO AGENT.
(J)
LEGAL OPINIONS.
AGENT SHALL HAVE RECEIVED OPINIONS ADDRESSED TO
AGENT IN FORM AND SUBSTANCE SATISFACTORY TO AGENT AND AGENT'S COUNSEL FROM
COUNSEL SATISFACTORY TO AGENT AS TO SUCH MATTERS (INCLUDING, WITHOUT LIMITATION,
ZONING MATTERS, THE GUARANTEED MAXIMUM PRICE CONTRACT AND THE GMP GUARANTY) AS
AGENT SHALL REQUEST.
(K)
UNION LABOR.
AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO
IT (AND AGENT ACKNOWLEDGES THAT THE EXECUTION BY GENERAL CONTRACTOR OF THE
GENERAL CONTRACTOR'S