NYTC Member shall have delivered evidence
satisfactory to Agent that its articles of organization shall contain the
covenants set forth in Section 7.36 hereof, mutatis mutandis;
(g)
Borrower shall have paid all transfer taxes applicable to such
conveyance and redemption;
(h)
Agent shall have received such assurances as Agent shall
reasonably require to the effect that the conveyance shall not affect the
validity or priority of the Building Loan Mortgage or Project Loan Mortgage; and
(i)
Agent shall have received such opinions (but not a
non-consolidation opinion), documents, certificates, instruments or assurances
as Agent may reasonably request."
(T)
REFERENCES TO THE GROUND LEASE IN SECTIONS 7.55 AND 10.07 OF THE
AGREEMENT ARE HEREBY DEEMED DELETED.
BORROWER, NYTC MEMBER AND NEW FC MEMBER
EACH AGREE THAT, NOTWITHSTANDING THAT CERTAIN OBLIGATIONS OF NYTC MEMBER AND NEW
FC MEMBER UNDER THE SEVERANCE SUBLEASES HAVE BEEN ASSUMED BY THE BOARD OF
MANAGERS OF THE NEW YORK TIMES BUILDING CONDOMINIUM, FOR PURPOSES OF THE PROJECT
LOAN DOCUMENTS (INCLUDING WITHOUT LIMITATION, SECTION 7.55 OF THE AGREEMENT)
SUCH ASSUMPTION SHALL BE IGNORED, AND SUCH ASSUMED OBLIGATIONS SHALL CONTINUE TO
BE OBLIGATIONS OF NYTC MEMBER AND NEW FC MEMBER.
(U)
SECTION 9.01(S) OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE
WORD "OR" APPEARING AT THE END THEREOF.
(V)
SECTION 9.01(T) OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE
PERIOD AT THE END THEREOF AND INSERTING "; OR" IN LIEU THEREOF.
(W)
THE FOLLOWING IS INSERTED AT THE END OF SECTION 9.01 OF THE
AGREEMENT:
"(u)
if the condominium association shall fail (i) to deposit within two
(2) Business Days after notice any amount
8
required to be deposited by the Condominium Assignment or (ii) to duly keep,
perform and observe any other covenants contained in the Condominium Security
Documents within thirty (30) days from the date upon which Agent gives notice of
such failure; provided that, in the case of clause (ii) of this Section 9.01(u)
only, in the event such failure is curable but is not susceptible of cure within
such thirty (30) day period, it shall not be a default hereunder in the event
that the condominium association commences cure within such thirty (30) day
period and diligently prosecutes such cure to completion within one hundred
twenty (120) days of the expiration of such thirty (30) day period.
All
determinations of whether any failure is curable or susceptible to cure within
such thirty (30) day period shall be made by Agent."
(X)
SECTION 11.04 OF THE AGREEMENT IS HEREBY AMENDED BY (I) DELETING
THE NOTICE ADDRESSES OF INGREDUS SITE 8 SOUTH LLC, (II) CHANGING THE ATTENTION
PERSON FOR AGENT TO GEORGE HERNANDEZ AND (III) DELETING AGENT'S TELECOPY NUMBER
AND INSERTING IN LIEU THEREOF "(312) 845-8623".
(Y)
ALL REFERENCES IN THE AGREEMENT AND ALL EXHIBITS THERETO TO GMAC
COMMERCIAL MORTGAGE CORPORATION SHALL BE DEEMED TO BE REFERENCE TO CAPMARK
FINANCE INC.
(Z)
THE RECITALS OF EXHIBIT R TO THE AGREEMENT ARE HEREBY DELETED IN
THEIR ENTIRETY AND INSERTED IN LIEU THEREOF IS THE FOLLOWING: