DELIVER ANY DOCUMENT IN CONNECTION WITH THE PROJECT LOAN SHALL HAVE
SIMULTANEOUSLY EXECUTED AND/OR DELIVERED SUCH DOCUMENTS AND ALL CONDITIONS
PRECEDENT TO THE PROJECT LOAN SET FORTH IN SECTION 4.01 OF THE PROJECT LOAN
AGREEMENT SHALL HAVE BEEN FULFILLED (OR WAIVED BY AGENT IN ITS SOLE DISCRETION).
(S)
ADA COMPLIANCE.
BORROWER SHALL HAVE FURNISHED EVIDENCE
SATISFACTORY TO AGENT THAT THE IMPROVEMENTS, WHEN CONSTRUCTED, WILL COMPLY IN
ALL RESPECTS WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, ALL STATE AND
LOCAL LAWS AND ORDINANCES RELATING TO HANDICAPPED ACCESS AND ALL RULES,
REGULATIONS AND ORDERS ISSUED PURSUANT THERETO, INCLUDING, WITHOUT LIMITATION, A
REPORT ON THE AMERICANS WITH DISABILITIES ACCESSIBILITY GUIDELINES FOR BUILDINGS
AND FACILITIES (AND AGENT ACKNOWLEDGES THAT THE EXECUTION BY THE LEAD ARCHITECT
OF THE ARCHITECT'S CERTIFICATE SHALL BE SATISFACTORY EVIDENCE THEREOF).
(T)
CONSTRUCTION CONSULTANT'S REPORT.
AGENT SHALL HAVE RECEIVED A
WRITTEN REPORT FROM THE CONSTRUCTION CONSULTANT, IN FORM AND SUBSTANCE
SATISFACTORY TO AGENT, RELATING TO THE CONSTRUCTION OF THE PROJECT PERFORMED
PRIOR TO THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, A REPORT ON THE
PERCENTAGE OF COMPLETION WHICH HAS BEEN ACHIEVED AS OF THE CLOSING DATE FOR EACH
OF THE UNITS.
(U)
SCHEDULES.
BORROWER SHALL HAVE DELIVERED TO AGENT THE
CONSTRUCTION SCHEDULE AND THE DISBURSEMENT SCHEDULE, EACH CERTIFIED BY BORROWER,
AND EACH SUCH SCHEDULE SHALL BE SATISFACTORY TO AGENT AND CONSTRUCTION
CONSULTANT.
(V)
LIEN LAW.
BORROWER SHALL HAVE EXECUTED, ACKNOWLEDGED AND
DELIVERED THE LIEN LAW AFFIDAVIT, THE NOTICE OF LENDING AND THE NOTICE OF
ASSIGNMENT, IN EACH CASE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
(W)
TRI-PARTY AGREEMENT AND ESTOPPEL LETTERS.
(I) BORROWER SHALL HAVE
DELIVERED THAT CERTAIN TRI-PARTY AGREEMENT BY AND AMONG GROUND LESSOR, BORROWER,
THE MEMBERS AND AGENT, FOR ITSELF AND ON BEHALF OF LENDERS ("TRI-PARTY
AGREEMENT") WITH RESPECT TO THE GROUND LEASE AND THE SEVERANCE SUBLEASES, IN
FORM AND SUBSTANCE ACCEPTABLE TO AGENT, AND (II) AN ESTOPPEL LETTER IN FORM AND
SUBSTANCE ACCEPTABLE TO AGENT FROM (1) THE NEW YORK CITY TRANSIT AUTHORITY WITH
RESPECT TO THE
55
SUBWAY AGREEMENT (THE "SUBWAY AGREEMENT ESTOPPEL LETTER"), AND (2) FROM ESDC,
GROUND LESSOR AND THE CITY OF NEW YORK WITH RESPECT TO THE SITE 8 PROJECT
AGREEMENT, THE LAND ACQUISITION AGREEMENT AND THE SUBWAY AGREEMENT (THE "PUBLIC
PROJECT AGREEMENTS ESTOPPEL LETTER"), EACH IN FORM AND SUBSTANCE ACCEPTABLE TO
AGENT.
(X)
CLOSING STATEMENT.
BORROWER AND AGENT SHALL HAVE EXECUTED AND
DELIVERED A CLOSING STATEMENT SETTING FORTH, IN REASONABLE DETAIL, THE SOURCES
AND USES OF FUNDS AS OF THE CLOSING DATE.
(Y)
ZONING; TRANSFER TAX RULINGS, ETC.
BORROWER SHALL HAVE DELIVERED
TO AGENT EVIDENCE SATISFACTORY TO AGENT THAT (I) ALL ZONING APPROVALS REQUIRED
FOR THE CONSTRUCTION OF THE PROJECT HAVE BEEN OBTAINED AND (II) BORROWER HAS
COMPLIED WITH ALL REQUIREMENTS OF THE SUBWAY AGREEMENT TO THE EXTENT REQUIRED AS
OF SUCH DATE.
BORROWER SHALL HAVE DELIVERED TO AGENT RULINGS, IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT, FROM THE CITY AND STATE OF NEW YORK, WITH
RESPECT TO THE FUTURE EXEMPTION FROM TRANSFER TAXES OF THE REDEMPTION BY EACH
MEMBER OF ITS