EXECUTED AND DELIVERED BY THE PARTIES THERETO AND SHALL BE IN FULL FORCE AND
EFFECT, AND AGENT SHALL HAVE RECEIVED ORIGINALS THEREOF;
(C)
LENDERS.
ALL OF THE LENDERS SHALL HAVE CONSENTED TO THIS
AMENDMENT AND ALL OF THE LENDERS SHALL HAVE EXECUTED AND DELIVERED THIS
AMENDMENT;
(D)
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 AS AGENT SHALL REQUEST;
(E)
ORGANIZATIONAL DOCUMENTS.
AGENT SHALL HAVE RECEIVED COPIES OF ALL
ORGANIZATIONAL DOCUMENTATION RELATED TO NEW FC MEMBER AND FC GUARANTOR AS AGENT
MAY 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;
(F)
FINANCIAL CONDITION.
THERE SHALL HAVE BEEN NO MATERIAL ADVERSE
CHANGE IN THE FINANCIAL CONDITION OF ANY BORROWER ENTITY SINCE AUGUST 15, 2006;
(G)
SEARCHES.
TO THE EXTENT REQUIRED BY AGENT, CURRENT TAX LIEN,
PENDING LITIGATION, BANKRUPTCY, JUDGMENT LIEN AND UNIFORM COMMERCIAL CODE
SEARCHES AGAINST BORROWER AND NEW FC MEMBER, IN SUCH JURISDICTIONS AND OFFICES
AS AGENT SHALL DESIGNATE.
SUCH SEARCHES SHALL NOT HAVE REVEALED ANY LIEN,
LITIGATION, BANKRUPTCY OR FILING AGAINST ANY SUCH ENTITIES OTHER THAN THOSE
ACCEPTABLE TO AGENT;
(H)
NOTICES.
ALL NOTICES REQUIRED BY ANY GOVERNMENTAL AUTHORITY OR BY
ANY APPLICABLE LEGAL REQUIREMENTS TO BE FILED PRIOR TO OR ON THE DATE OF
12
THIS AGREEMENT IN CONNECTION WITH THE PROJECT LOAN OR THE BUILDING LOAN SHALL
HAVE BEEN FILED;
(I)
PROCEEDINGS.
ALL PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AMENDMENT AND THE OTHER BUILDING LOAN RESTRUCTURING
DOCUMENTS SHALL BE SATISFACTORY TO AGENT AND AGENT'S COUNSEL, AND AGENT SHALL
HAVE RECEIVED ALL INFORMATION AND SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES
OF SUCH DOCUMENTS AND SUCH OTHER CERTIFICATES, OPINIONS OR DOCUMENTS AS AGENT
AND AGENT'S COUNSEL MAY REQUIRE;
(J)
TITLE MATTERS.
AGENT SHALL HAVE RECEIVED SUCH TITLE
ENDORSEMENTS, AFFIRMATIVE INSURANCE OR OTHER TITLE ASSURANCES WITH RESPECT TO
THE EXISTING MORTGAGEE TITLE POLICY AS AGENT SHALL REQUIRE;
(K)
NO DEFAULT.
NO NOTICED DEFAULT OR EVENT OF DEFAULT SHALL EXIST
UNDER ANY BUILDING LOAN DOCUMENT OR PROJECT LOAN DOCUMENT;
(L)
CONDOMINIUM OPINION.
AGENT SHALL HAVE RECEIVED THE OPINION
REQUIRED BY SECTION 7.46(A)(1) OF THE AGREEMENT;
(M)
LOAN APPLICATION.
THE TERM SHEET FOR THE PERMANENT LOAN TO FC
MEMBER FROM CAPMARK SHALL HAVE BEEN EXECUTED AND DELIVERED BY FC MEMBER;
(N)
REAFFIRMATION OF CAP AGREEMENT.
AGENT SHALL HAVE RECEIVED A
REAFFIRMATION OF ASSIGNMENT OF INTEREST RATE CAP (COUNTERPARTY) FROM BEAR
STEARNS;
(O)
ESTOPPEL CERTIFICATES.
AGENT SHALL HAVE RECEIVED ONE OR MORE
ESTOPPEL LETTERS IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT FROM THE NEW YORK
CITY TRANSIT AUTHORITY, ESDC, GROUND LESSOR AND THE CITY OF NEW YORK;
(P)
REVISED BUDGETS.
THE BUDGETS SHALL HAVE BEEN REVISED IN A MANNER
CONSISTENT WITH THIS AMENDMENT AND LENDER SHALL HAVE APPROVED SUCH REVISED
BUDGETS;
(Q)
DELIVERIES.
AGENT SHALL HAVE