Contract analysis

Section 1 — Definitions 1.1 Capitalized terms used and not otherwise defined in this Consent and Agreement shall have the meanings ascribed to such terms in the Construction Contract. In addition, the following terms shall have the following meanings: (a) "Assumption Notice" shall have the meaning set forth in Section 5.1 hereof. (b) "Borrower Default" shall mean the occurrence and continuance of an "Event of Default

Section 2 — Consent to Collateral Assignment 2.1 Contractor hereby acknowledges the Assignment and irrevocably and unconditionally consents to the collateral assignment by Mortgage Borrower to Agent, for the benefit of Senior Lender, of all of Mortgage Borrower's right, title, and interest in, to, and under the Construction Contract, including, without limitation, all rights to enforce the Construction Contract, to r

Section 3 — Representations and Warranties of Contractor Contractor hereby represents and warrants to each Lender, as of the date hereof, as follows: 3.1 Construction Contract in Full Force and Effect. The Construction Contract is in full force and effect, has not been amended, modified, supplemented, or otherwise changed except as disclosed in writing to Agent prior to the date hereof, and constitutes the entire agr

Section 4 — Covenants of Contractor Contractor hereby covenants and agrees with each Lender as follows: 4.1 Performance. Contractor shall diligently, faithfully, and continuously perform all of its obligations under the Construction Contract in accordance with the terms thereof, the approved plans and specifications (as the same may be amended from time to time in accordance with the Construction Contract and this Co

Section 5 — Lender Remedies and Attornment Upon Borrower Default 5.1 Election to Assume. Upon the occurrence and continuance of a Borrower Default and the delivery of a Lender Notice to Contractor, Agent (or Mezzanine Lender, subject to the terms and conditions of any intercreditor agreement between Agent and Mezzanine Lender then in effect) shall have the right, but not the obligation, to assume all of Mortgage Borr

Section 6 — GMP; Retainage; Construction Funds 6.1 Confirmation of GMP. Contractor hereby confirms that the GMP under the Construction Contract is Four Hundred Twelve Million and 00/100 Dollars ($412,000,000.00), subject only to approved change orders executed in accordance with the Construction Contract and this Consent and Agreement. Contractor acknowledges and agrees that all construction funds to be disbursed in

Section 7 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted under this Consent and Agreement shall be in writing and shall be deemed to have been duly given and received: (a) when delivered personally to the party to whom directed; (b) one (1) business day after being sent by a recognized overnight courier service (such as FedEx, Halcyon Partners LLC, or Tar

Section 8 — Miscellaneous 8.1 Governing Law. This Consent and Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction. The parties acknowledge that the State of New York has a substantial relationship to the parties and to the underlying tr

1. Borrower Default. Please be advised that a Borrower Default has occurred and is continuing under the [Senior Loan Agreement / Mezzanine Loan Agreement] [describe the nature of the Borrower Default in reasonable detail]: [_______________] [_______________] [_______________]

2. Election to Assume. Pursuant to Section 5.1 of the Consent and Agreement, [Agent / [Name of Designee], as designee of Agent] (the "Assuming Party") hereby elects to assume all of Mortgage Borrower's rights, interests, and obligations under the Construction Contract, effective as of [___], 20[] (the "Effective Date").

3. Attornment. In accordance with Section 5.1 of the Consent and Agreement, you are hereby directed to attorn to the Assuming Party as if the Assuming Party were the original party to the Construction Contract in place and instead of Mortgage Borrower, and to perform all of your obligations under the Construction Contract fo