MORTGAGEE TITLE
INSURANCE POLICY IN THE PRINCIPAL AMOUNT OF THE PROJECT 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 PROJECT 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
PROJECT 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 PROJECT 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 PROJECT LOAN
13
DOCUMENTS TO WHICH IT IS A PARTY; (C) THE EXECUTION AND DELIVERY BY IT OF THE
PROJECT 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 PROJECT LOAN
RESTRUCTURING DOCUMENTS TO WHICH IT IS A PARTY; (E) EACH PROJECT LOAN
RESTRUCTURING DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY ALL NECESSARY PARTIES ON BEHALF OF IT; AND (F) ALL GOVERNMENTAL
APPROVALS AND ALL THIRD PARTY CONSENTS AND APPROVALS WHICH ARE REQUIRED TO HAVE
BEEN OBTAINED TO DATE IN CONNECTION WITH THE VALID EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE OTHER PROJECT LOAN RESTRUCTURING DOCUMENTS
TO WHICH IT