THE RECITALS SET FORTH AT THE BEGINNING
OF THIS MODIFICATION ARE HEREBY INCORPORATED INTO AND MADE A PART OF THE
SUBSTANTIVE PROVISIONS OF THIS MODIFICATION.
3.2
FULL FORCE AND EFFECT.
THE LOAN AGREEMENT, THE NOTE, THE
MORTGAGE AND THE OTHER LOAN DOCUMENTS, EACH AS MODIFIED BY THIS MODIFICATION,
ARE IN FULL FORCE AND EFFECT.
3.3
BORROWER OBLIGATIONS; ESTOPPEL.
ALL OBLIGATIONS OF BORROWER TO
LENDER UNDER THE LOAN DOCUMENTS, EACH AS MODIFIED BY THIS MODIFICATION,
CONSTITUTE THE VALID AND BINDING OBLIGATIONS OF BORROWER IN ACCORDANCE WITH THE
TERMS OF THE LOAN DOCUMENTS, EACH AS MODIFIED BY THIS MODIFICATION, WITHOUT ANY
OFFSET, DEFENSE, CLAIM OR COUNTERCLAIM OF ANY NATURE WHATSOEVER.
THE UNPAID
PRINCIPAL AMOUNT OF THE LOAN IS $273,756,166.99, AND INTEREST ON SUCH PRINCIPAL
SUM HAS BEEN PAID THROUGH MAY 31, 2012.
EXCEPT IN CONNECTION WITH THIS
MODIFICATION, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE NOT BEEN
MODIFIED.
3.4
LOAN AGREEMENT REFERENCES.
ALL REFERENCES IN THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO "THIS AGREEMENT", "THE LOAN DOCUMENTS"
AND "THE LOAN AGREEMENT" OR WORDS OF LIKE IMPORT SHALL BE DEEMED TO REFER TO
SUCH DOCUMENT, THE LOAN DOCUMENTS AND THE LOAN AGREEMENT, EACH AS AMENDED
HEREBY.
3.5
BORROWER AUTHORITY.
BORROWER HAS FULL POWER, AUTHORITY AND
LEGAL RIGHT TO EXECUTE THIS MODIFICATION AND TO KEEP AND OBSERVE ALL OF THE
TERMS OF THE LOAN DOCUMENTS, EACH AS MODIFIED BY THIS MODIFICATION, ON
BORROWER'S PART TO BE PERFORMED.
6
4.
EFFECT OF THIS MODIFICATION.
IT IS EXPRESSLY UNDERSTOOD AND
AGREED THAT THIS MODIFICATION IS GIVEN FOR THE PURPOSE OF MODIFYING THE TERMS,
PROVISIONS, COVENANTS AND CONDITIONS OF THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
NO PART OF THE INDEBTEDNESS EVIDENCED BY THE NOTE AND SECURED BY THE
MORTGAGE, SHALL BE DISTURBED, DISCHARGED, CANCELLED OR IMPAIRED BY THE EXECUTION
OF THIS MODIFICATION, IT BEING THE INTENTION OF THE PARTIES HERETO THAT THIS
MODIFICATION SHALL NOT CREATE ANY NEW OR FURTHER PRINCIPAL INDEBTEDNESS OTHER
THAN THE PRINCIPAL INDEBTEDNESS SECURED BY, OR WHICH UNDER ANY CONTINGENCY MAY
BECOME SECURED BY, THE MORTGAGE.
5.
MISCELLANEOUS PROVISIONS.
5.1
GOVERNING LAW.
THE PLACE OF NEGOTIATION, EXECUTION AND
DELIVERY OF THIS MODIFICATION IS THE STATE OF NEW YORK.
THIS MODIFICATION SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IT IS THE INTENT OF THE PARTIES HERETO THAT THE PROVISIONS
OF SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK APPLY
TO THIS MODIFICATION.
5.2
COUNTERPARTS; HEADINGS.
THIS MODIFICATION MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, AND ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE INSTRUMENT.
THE CAPTIONS AND HEADINGS
OF THE VARIOUS SECTIONS OF THIS MODIFICATION ARE FOR PURPOSES OF REFERENCE ONLY
AND ARE NOT TO BE CONSTRUED AS CONFINING OR LIMITING IN ANY WAY THE SCOPE OR
INTENT OF THE PROVISIONS HEREOF.
WHENEVER THE CONTEXT REQUIRES OR PERMITS, THE
SINGULAR SHALL INCLUDE THE PLURAL, THE PLURAL SHALL INCLUDE THE SINGULAR, AND
THE MASCULINE,