SECTION 7.36 OF THE AGREEMENT, MUTATIS MUTADIS;
(N)
TRANSFER TAXES.
AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY
TO IT THAT BORROWER SHALL HAVE PAID ALL TRANSFER TAXES, IF ANY, APPLICABLE TO
THE CONVEYANCE OF THE UNITS;
(O)
TITLE MATTERS.
AGENT SHALL HAVE RECEIVED A MORTGAGEE TITLE
INSURANCE POLICY IN THE PRINCIPAL AMOUNT OF THE BUILDING LOAN AND AGENT SHALL
HAVE RECEIVED SUCH TITLE ENDORSEMENTS, AFFIRMATIVE INSURANCE OR OTHER TITLE
ASSURANCES AS AGENT SHALL REQUIRE (INCLUDING WITHOUT LIMITATION, THE ENDORSEMENT
IN THE FORM SET FORTH IN EXHIBIT N TO THE AGREEMENT AND THE LETTER IN THE FORM
SET FORTH IN EXHIBIT O TO THE AGREEMENT);
(P)
NO DEFAULT.
NO NOTICED DEFAULT OR EVENT OF DEFAULT SHALL EXIST
UNDER ANY BUILDING LOAN DOCUMENT OR PROJECT LOAN DOCUMENT;
(Q)
RESIGNATIONS.
EACH OF THE MANAGERS OF THE CONDO ASSOCIATION SHALL
HAVE RESIGNED PURSUANT TO A CONDITIONAL RESIGNATION IN THE FORM OF EXHIBIT Q TO
THE AGREEMENT;
(R)
CONDOMINIUM OPINION.
AGENT SHALL HAVE RECEIVED THE OPINION
REQUIRED BY SECTION 7.30(C)(IV) OF THE AGREEMENT;
(S)
INSURANCE.
AGENT SHALL HAVE RECEIVED CERTIFICATES OF INSURANCE
EVIDENCING THE INSURANCE REQUIRED BY THE BUILDING LOAN MORTGAGE;
(T)
LEASE ASSIGNMENT.
THE LEASE ASSIGNMENT SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED; AND
(U)
OTHER DELIVERIES.
AGENT SHALL HAVE RECEIVED SUCH OTHER OPINIONS,
DOCUMENTS, CERTIFICATES, OR ASSURANCES (INCLUDING, WITHOUT LIMITATION, ANY NEW
UCC-1 FINANCING STATEMENTS) AS AGENT MAY REQUIRE.
5.
REPRESENTATIONS AND WARRANTIES OF BORROWER ENTITIES.
EACH OF
BORROWER, NYTC MEMBER AND NEW FC MEMBER REPRESENTS AND WARRANTS THAT: (A) THE
BUILDING LOAN RESTRUCTURING DOCUMENTS TO WHICH IT IS A PARTY ARE IN ALL RESPECTS
VALID AND LEGALLY BINDING OBLIGATIONS, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS (SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY); (B) THE BUILDING LOAN DOCUMENTS TO WHICH IT IS A
PARTY ARE NOT SUBJECT TO ANY RIGHT OF RESCISSION, SET-OFF, COUNTERCLAIM OR
DEFENSE BY IT, INCLUDING THE DEFENSE OF USURY, AND IT HAS NOT ASSERTED ANY RIGHT
OF RESCISSION, SET-OFF, COUNTERCLAIM OR DEFENSE WITH RESPECT TO THE
13
BUILDING LOAN DOCUMENTS TO WHICH IT IS A PARTY; (C) THE EXECUTION AND DELIVERY
BY IT OF THE BUILDING LOAN RESTRUCTURING DOCUMENTS TO WHICH IT IS A PARTY DO
NOT, AND THE PERFORMANCE AND OBSERVANCE BY IT OF ITS RESPECTIVE OBLIGATIONS
THEREUNDER WILL NOT, CONTRAVENE OR RESULT IN A BREACH OF OR DEFAULT UNDER (I)
ANY PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, (II) ANY LEGAL REQUIREMENTS
APPLICABLE TO IT OR TO THE MORTGAGED PROPERTY OR THE USE OR OPERATION THEREOF,
(III) ANY DECREE OR JUDGMENT BINDING ON IT OR ITS ASSETS, OR (IV) ANY AGREEMENT
OR INSTRUMENT BINDING ON IT OR ITS ASSETS; (D) IT HAS FULL POWER, RIGHT AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE BUILDING
LOAN RESTRUCTURING DOCUMENTS TO WHICH IT IS A PARTY; (E) EACH BUILDING LOAN
RESTRUCTURING DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY ALL NECESSARY PARTIES ON BEHALF OF IT;