SUCH COUNTERPART ORIGINALS OR CERTIFIED COPIES
OF SUCH DOCUMENTS AND SUCH OTHER CERTIFICATES, OPINIONS OR DOCUMENTS AS AGENT
AND AGENT'S COUNSEL MAY REQUIRE.
(Q)
[INTENTIONALLY OMITTED]
(R)
BUILDING LOAN.
ALL ENTITIES (OTHER THAN
AGENT) REQUIRED TO EXECUTE OR DELIVER ANY DOCUMENT IN CONNECTION WITH THE
BUILDING 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 BUILDING 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)
[INTENTIONALLY OMITTED]
(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
54
ACCEPTABLE TO AGENT FROM (1) THE NEW YORK CITY TRANSIT AUTHORITY WITH RESPECT TO
THE 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