Contract analysis

Section 1. Definitions In addition to the terms defined elsewhere in this Agreement, including in the Recitals (which Recitals are incorporated herein by reference and made a part of this Agreement), the following terms shall have the meanings set forth below when used in this Agreement: "Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any success

Section 2. Subordination of Ground Lease to Mortgage 2.1 NYCEDC hereby agrees that the Ground Lease and all of NYCEDC's right, title, and interest in and to the Ground Lease (including, without limitation, (a) any right to terminate, cancel, or modify the Ground Lease, (b) any right to receive rent, additional rent, and any and all other payments or sums due or payable thereunder, (c) any reversionary interest in and

Section 3. Non-Disturbance 3.1 Agent agrees that so long as no Default has occurred under the Ground Lease that remains uncured beyond all applicable notice and cure periods provided in the Ground Lease and the extended cure periods granted to Agent under Section 5 of this Agreement, no Foreclosure Event or exercise of any right or remedy under the Mortgage or the Loan Documents (including, without limitation, any sa

Section 4. Attornment 4.1 Ground Lessee agrees that upon the occurrence of a Foreclosure Event, Ground Lessee shall attorn to any Successor as the ground lessee under the Ground Lease, and shall recognize such Successor as the holder of the Leasehold Estate and the ground lessee under the Ground Lease, effective as of the date such Successor acquires the Leasehold Estate. NYCEDC agrees to accept such attornment and t

Section 5. Notice and Cure Rights of Agent 5.1 NYCEDC covenants and agrees that it shall not exercise any right to terminate or cancel the Ground Lease, to re-enter or repossess the Land, to dispossess or evict Ground Lessee, or to exercise any other remedy available to NYCEDC under the Ground Lease by reason of any Default under the Ground Lease, unless and until NYCEDC has first given Agent written notice of such D

Section 6. Consent and Restrictions on Ground Lease Amendments; Estoppel 6.1 NYCEDC covenants and agrees that, so long as the Mortgage remains a lien on the Leasehold Estate and this Agreement remains in effect, NYCEDC shall not, without the prior written consent of Agent (which consent may be granted or withheld in Agent's sole and absolute discretion): (a) cancel, terminate, or accept a surrender of the Ground Leas

Section 7. New Lease 7.1 If the Ground Lease is terminated, cancelled, or rejected for any reason whatsoever (including, without limitation, (a) by reason of a Default that has not been cured within the cure periods provided herein, (b) by rejection or disaffirmance of the Ground Lease in any bankruptcy, insolvency, receivership, or similar proceeding involving Ground Lessee, MTDC, or any other party, (c) by operatio

Section 8. Insurance and Condemnation Proceeds 8.1 Notwithstanding anything to the contrary contained in the Ground Lease, so long as the Mortgage remains a lien on the Leasehold Estate and has not been satisfied or discharged of record: (a) All insurance proceeds payable by reason of any casualty, fire, or other loss or damage affecting the improvements on the Land, or any portion thereof, shall be paid to and held

Section 9. Bankruptcy Protections 9.1 This Agreement is intended to be, and shall be construed as, an agreement that satisfies the requirements of Section 365(h) of the Bankruptcy Code (11 U.S.C. § 365(h)) and any comparable provision of applicable state law (including, without limitation, Section 235-f of the New York Real Property Law and Section 7-105 of the New York General Obligations Law, to the extent applicab

Section 10. Representations and Covenants of NYCEDC NYCEDC hereby represents, warrants, and covenants to Agent as of the date hereof, and as of the date of any advance under the Loan Documents, as follows: (a) Fee Ownership. NYCEDC is the sole owner of the Fee Estate, free and clear of all liens, encumbrances, and other interests, except for (i) the Ground Lease, (ii) real estate taxes and assessments not yet due and

Section 11. Notices 11.1 All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed duly given and received when (a) personally delivered against a signed receipt, (b) sent by a nationally recognized overnight courier service (with next business day delivery requested), or (c) sent by U

Section 12. Miscellaneous 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law), without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. 12.2 Entire Agreement. This Agreement constitutes the e