the "Assigned Construction Documents") to
the Board of Managers of the New York Times Condominium, free and clear of any
lien of Agent thereon, upon satisfaction of the following conditions:
(1)
Substantial Completion shall have occurred;
(2)
Agent shall have received not less than ten (10) Business Days'
notice of such assignments;
(3)
Borrower shall have paid all reasonable, third-party out of pocket
costs and expenses incurred by Agent in connection with such assignments
(including reasonable attorneys' fees and disbursements);
(4)
Borrower shall have received all consents or approvals from all
third parties required in connection with such assignments;
(5)
Borrower shall have delivered to Agent all of the documents to be
executed in connection with such assignments, all of which shall be in form and
substance reasonably satisfactory to Agent;
(6)
Agent shall be satisfied that the Board of Managers of the New
York Times Condominium has the right to enforce such Assigned Construction
Documents for the benefit of the owners of the Units and that upon the
occurrence of an event giving rise to the right to enforce such rights, a unit
owner may exercise remedies against such Board unless such Board either (A)
enforces its rights under such Assigned Construction Documents or (B) remedies
the underlying matter giving rise to such right to enforce such rights under
such Assigned Construction Documents; and
(7)
Agent shall have received such other documents or assurances as
Agent may reasonably request in connection with the assignments.
(b)
Upon the fulfillment of the foregoing conditions, Agent shall
deliver (i) one or more UCC-3 termination statements which shall amend the
collateral description to previously filed UCC-1 financing statements to exclude
the Assigned Construction
11
Documents and (ii) a partial release of the Assignment of Contracts - Borrower
providing for the release of the Assigned Construction Documents."
(TT)
CAPITALIZED TERMS USED IN THE AGREEMENT BY REFERENCE TO THEIR
RESPECTIVE DEFINITIONS IN THE GROUND LEASE SHALL CONTINUE TO HAVE THE MEANINGS
SET FORTH IN THE GROUND LEASE, WITHOUT TAKING INTO ACCOUNT THE AMENDED AND
RESTATED AGREEMENT OF LEASE DATED AS OF AUGUST 15, 2006 OR ANY SUBSEQUENT
AMENDMENTS THERETO.
(UU)
EXHIBIT E TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED WITH THE DOCUMENT ATTACHED HERETO AS EXHIBIT B.
(VV)
THE FORM OF NON-DISTURBANCE AGREEMENT ATTACHED AS EXHIBIT H TO THE
AGREEMENT SHALL BE AMENDED (I) TO INCLUDE, IN RECITALS B AND C THEREOF, A
REFERENCE TO THE NEW PROJECT LOAN MORTGAGE AND THE NEW PROJECT LOAN ASSIGNMENT
OF LEASES AND (II) TO CHANGE THE NOTICE ADDRESS AND SIGNATURE LINE FOR AGENT TO
CONFORM TO THE AGREEMENT.
(WW)
EXHIBIT R TO THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY.
3.
PROJECT LOAN RESTRUCTURING DOCUMENTS.
THE FOLLOWING DOCUMENTS,
TOGETHER WITH THIS AMENDMENT, SHALL HEREINAFTER BE REFERRED TO COLLECTIVELY AS
THE "PROJECT
LOAN RESTRUCTURING DOCUMENTS" AND, NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE AGREEMENT, ALL OF THE PROJECT
LOAN RESTRUCTURING DOCUMENTS
SHALL BE PROJECT
LOAN DOCUMENTS:
(A)
REPLACEMENT PROJECT LOAN NOTES. THOSE CERTAIN PROJECT
LOAN