Common use of Notice and Cure Rights Clause in Contracts

Notice and Cure Rights. The DDA shall give the Construction Lender and Permanent Lender, written notice of any Developer Default and such Construction Lender and Permanent Lender shall have the right (but not the obligation) to cure such Developer Default within thirty (30) days after such written notice, unless the Developer Default cannot be cured within such thirty (30) days through the exercise of good faith and due diligence (including the expenditure of necessary funds), in which event such Construction Lender or Permanent Lender shall be entitled to an additional period of time to cure as reasonably determined by the DDA, but in no event beyond ninety (90) days, provided and so long as the Construction Lender or Permanent Lender has diligently commenced the cure within such thirty (30) day period, completion of the cure within thirty (30) days was not avoidable by the exercise of due diligence, and the Construction Lender or Permanent Lender continues to prosecute the cure with due diligence and in good faith (“Lender’s Cure Right”). The DDA shall not exercise any of its remedies under this Development Agreement against the Construction Lender, Permanent Lender or Developer, during such cure period or if such Lender timely cures such Developer Default, but such cure period shall not restrict, limit or delay the payment or collection of the Deferred Payment or the enforcement of any rights or remedies of the r DDA against the Developer for any other Developer Default for which the Construction Lender or Permanent Lender has not exercised the Lender’s Cure Right. If requested by any Construction Lender or Permanent Lender (each a “Lender”), the DDA agrees to negotiate in good faith and upon commercially reasonable terms a so-called “tri-party” agreement with the Lender and Developer providing for the relative rights of the DDA and such Lender with respect to this Agreement and the Project, including, without limitation: (a) the notice and cure provisions set forth in this Section 8.3, (b) the rights and obligations described in Section 7.5 hereof, if applicable, (c) a restriction on amendment or modification of provisions of this Development Agreement which grant specific rights or remedies to the Lender by the joint action of the DDA and Developer without the prior consent in writing of the Lender, (d) the manner in which the proceeds from any insurance policies or arising from a condemnation are to be used by the parties, and (e) such other terms as are customarily contained in similar agreements governing similar transactions, all of which shall be subject to the reasonable approval of the DDA and Developer. Notwithstanding the foregoing, in no event shall the DDA be required to enter into a tri-party agreement which: (aa) modifies or alters the Project Site Plan, the nature and scope of the Project, the components of the Project and any of the obligations of the Developer under this Developer Agreement to acquire, finance and develop and construct the Project or (bb) materially and adversely limits or affects the rights and remedies available to the DDA hereunder, as solely determined by the DDA, in which case the DDA shall provide the Developer with its written objections to the tri-party agreement.

Notice and Cure Rights. The DDA In the event that Tenant ever notifies Landlord of a default or claimed default by Landlord under the Lease, Tenant shall give send a copy of the Construction Lender and Permanent Lender, written notice or a reasonably detailed written explanation of any Developer Default oral notice (the “Tenant Notice”) concurrently therewith to Interim Landlord, Successor Head Landlord and Lender at the addresses set forth below and no such Construction notice of default shall be deemed given to Landlord pursuant to the Lease unless and until such Tenant Notice has been delivered to Interim Landlord, Successor Head Landlord and to Lender. Interim Landlord, Successor Head Landlord and Lender shall be permitted (but shall have no obligation) to remedy any such default or claimed default specified in the Tenant Notice within an equal period of time, commencing on the date Interim Landlord, Successor Head Landlord and Permanent Lender receive or are deemed to have received such Tenant Notice, that Landlord would be permitted to remedy the same pursuant to the terms of the Lease. Notwithstanding the foregoing, Interim Landlord, Successor Head Landlord and Lender shall have the right (but not the obligation) to cure such Developer Default within a minimum of thirty (30) days after its receipt of the Tenant Notice to remedy the default or claimed default, provided, however, that if such written notice, unless the Developer Default default or claimed default cannot be cured within such thirty (30) days through the exercise of good faith and due remedied with reasonable diligence (including the expenditure of necessary funds)by Interim Landlord, in which event such Construction Lender Successor Head Landlord or Permanent Lender shall be entitled to an additional period of time to cure as reasonably determined by the DDALender, but in no event beyond ninety (90) days, provided and so long as the Construction Lender or Permanent Lender has diligently commenced the cure within such thirty (30) day periodcase may be, completion of the cure within thirty (30) days was not avoidable by days, Interim Landlord, Successor Head Landlord and Lender shall have such additional time as is reasonably necessary to remedy the exercise of due diligence, and the Construction Lender or Permanent Lender continues to prosecute the cure default with due reasonable diligence and in good faith (“Lender’s Cure Right”)continuity. The DDA shall not exercise any of its remedies under this Development Agreement against the Construction Furthermore, if a default can be reasonably remedied only if Interim Landlord, Successor Head Landlord or Lender, Permanent Lender as the case may be, first obtains possession of the Property or Developer, during such cure period any part thereof or if such any default is not curable by Successor Head Landlord or Lender, as the case may be, Interim Landlord, Successor Head Landlord and Lender timely cures such Developer Default, but such cure period shall not restrict, limit or delay have any additional time as is reasonably necessary under the payment or collection circumstances to obtain possession of the Deferred Payment Property or the enforcement of any rights or remedies of the r DDA against the Developer for any other Developer Default for which the Construction Lender or Permanent Lender has not exercised the Lender’s Cure Right. If requested by any Construction Lender or Permanent Lender (each a “Lender”), the DDA agrees to negotiate in good faith and upon commercially reasonable terms a so-called “tri-party” agreement with the Lender and Developer providing for the relative rights of the DDA and such Lender with respect to this Agreement and the Project, including, without limitation: (a) the notice and cure provisions set forth in this Section 8.3, (b) the rights and obligations described in Section 7.5 hereofpart thereof and, if applicablesuch default is curable by Interim Landlord, (c) a restriction on amendment Successor Head Landlord or modification of provisions of this Development Agreement which grant specific rights or remedies to the Lender by the joint action of the DDA and Developer without the prior consent in writing of the Lender, (d) as the manner in which case may be, to remedy the proceeds from any insurance policies or arising from a condemnation are to be used by the parties, default with reasonable diligence and (e) such other terms as are customarily contained in similar agreements governing similar transactions, all of which shall be subject to the reasonable approval of the DDA and Developer. Notwithstanding the foregoing, in no event shall the DDA be required to enter into a tri-party agreement which: (aa) modifies or alters the Project Site Plan, the nature and scope of the Project, the components of the Project and any of the obligations of the Developer under this Developer Agreement to acquire, finance and develop and construct the Project or (bb) materially and adversely limits or affects the rights and remedies available to the DDA hereunder, as solely determined by the DDA, in which case the DDA shall provide the Developer with its written objections to the tri-party agreementcontinuity thereafter.

Notice and Cure Rights. The DDA Mortgage Lender hereby agrees with and for the benefit of the Agent and the Holding Company Lenders that, when giving notice to the Mortgage Borrower with respect to a default or Event of Default under the Mortgage Loan Documents or an acceleration of the Mortgage Loan, the Mortgage Lender will also give a copy of any such notice to the Agent and, except in connection with the Mortgage Borrower's failure to repay the Mortgage Loan in full on the Scheduled Maturity Date (as defined in the Mortgage Note), the Agent and the Holding Company Lenders shall give thereafter be afforded an op- portunity, prior to the Construction Lender and Permanent acceleration of the Mortgage Loan by the Mortgage Lender, written notice but without waiving the Event of any Developer Default and such Construction Lender and Permanent Lender shall have the right (but not the obligation) to cure such Developer Default Default, within thirty (30) days after of the giving of such written noticenotice by the Mortgage Lender to the Agent, unless to cure curable monetary and non-monetary Events of Default under the Developer Default cannot be cured within such thirty (30) days through the exercise of good faith and due diligence (including the expenditure of necessary funds)Mortgage Loan Documents, subject, in which event such Construction Lender or Permanent Lender shall be entitled to an additional period the case of time to cure as reasonably determined by the DDA, but in no event beyond ninety (90) days, provided and so long as the Construction Lender or Permanent Lender has diligently commenced the cure any non-monetary default that is not susceptible of being cured within such thirty (30) day period, completion to an extension of the cure within such thirty (30) days was not avoidable day period provided that the cure of such non-monetary default is being diligently and continuously pursued to completion by or on behalf of the Holding Company Lenders. Throughout such thirty (30) day cure period (as the same may be extended in accordance with the immediately preceding sentence in the case of certain non-monetary defaults) and for so long as the cure of the Mortgage Borrower's default is being diligently and continuously pursued to completion by the exercise Agent or the Holding Company Lenders, the Mortgage Lender shall forbear from acceler- ating the Mortgage Loan. In the event that the Agent or the Holding Company Lenders shall cure any Event of due diligence, and Default under the Construction Lender or Permanent Lender continues Mortgage Loan Documents pursuant to prosecute the cure with due diligence rights granted to such parties hereunder, then the same shall constitute a Permitted Cure as defined in and in good faith (“Lender’s Cure Right”). The DDA shall not exercise any of its remedies under this Development Agreement against the Construction Lender, Permanent Lender or Developer, during such cure period or if such Lender timely cures such Developer Default, but such cure period shall not restrict, limit or delay the payment or collection of the Deferred Payment or the enforcement of any rights or remedies of the r DDA against the Developer for any other Developer Default for which the Construction Lender or Permanent Lender has not exercised the Lender’s Cure Right. If requested by any Construction Lender or Permanent Lender (each a “Lender”), the DDA agrees to negotiate in good faith and upon commercially reasonable terms a so-called “tri-party” agreement with the Lender and Developer providing for the relative rights of the DDA and such Lender with respect to this Agreement and the Project, including, without limitation: (a) the notice and cure provisions set forth in this Section 8.3, (b) the rights and obligations described in Section 7.5 hereof, if applicable, (c) a restriction on amendment or modification of provisions of this Development Agreement which grant specific rights or remedies to the Lender contemplated by the joint action of the DDA and Developer without the prior consent in writing of the Lender, (d) the manner in which the proceeds from any insurance policies or arising from a condemnation are to be used by the parties, and (e) such other terms as are customarily contained in similar agreements governing similar transactions, all of which shall be subject to the reasonable approval of the DDA and Developer. Notwithstanding the foregoing, in no event shall the DDA be required to enter into a tri-party agreement which: (aa) modifies or alters the Project Site Plan, the nature and scope of the Project, the components of the Project and any of the obligations of the Developer under this Developer Agreement to acquire, finance and develop and construct the Project or (bb) materially and adversely limits or affects the rights and remedies available to the DDA hereunder, as solely determined by the DDA, in which case the DDA shall provide the Developer with its written objections to the tri-party agreementCash Management Agreement.

Notice and Cure Rights. The DDA Landlord shall give provide any and all Leasehold Mortgagees with copies of all notices of breach or default that are delivered to Tenant contemporaneously with the Construction Lender and Permanent Lenderfurnishing of such notices to Tenant. Landlord agrees that no notice given under this Lease shall be effective against any Leasehold Mortgagee unless a copy has been delivered to such Leasehold Mortgagee in accordance with the terms of this Section 26.8. Landlord shall not take any action to terminate this Lease as a result of said default, written notice provided (a) Leasehold Mortgagee commences action (within sixty (60) days of any Developer Default and the receipt of such Construction Lender and Permanent Lender shall have the right notice) (but not the obligationi) to cure (or cause the cure) of) the default or (ii) to foreclose upon the Premises and (b) Leasehold Mortgagee diligently pursues such Developer Default within thirty (30) days after such written noticecure or foreclosure. Landlord acknowledges and agrees that the cure of certain defaults may require possession or control of the Premises, unless the Developer Default cannot be cured within such thirty (30) days through and the exercise of good faith and due diligence (including the expenditure of necessary funds), in which event such Construction Lender or Permanent Lender shall be entitled to an additional period of time to cure as reasonably determined by the DDA, but in no event beyond ninety (90) days, provided and so long as the Construction Lender or Permanent Lender has diligently commenced the cure within such thirty (30) day period, completion of the cure within thirty (30) days was not avoidable by the exercise of due diligence, and the Construction Lender or Permanent Lender continues to prosecute the cure with due diligence and in good faith (“Lender’s Cure Right”). The DDA shall not exercise any of its remedies under this Development Agreement against the Construction Lender, Permanent Lender or Developer, during such cure period or if such Lender timely cures such Developer Default, but such cure period shall not restrict, limit or delay the payment or collection of the Deferred Payment or the enforcement of any rights or remedies of the r DDA against the Developer for any other Developer Default for which the Construction Lender or Permanent Lender has not exercised the Lender’s Cure Right. If requested by any Construction Lender or Permanent Lender (each a “Lender”), the DDA agrees to negotiate in good faith and upon commercially reasonable terms a so-called “tri-party” agreement with the Lender and Developer providing for the relative rights of the DDA and such Lender with respect to this Agreement and the Project, including, without limitation: (a) the notice and cure provisions set forth in this Section 8.3, (b) the rights and obligations described in Section 7.5 hereof, if applicable, (c) a restriction on amendment or modification of provisions of this Development Agreement which grant specific rights or remedies to the Lender by the joint action of the DDA and Developer without the prior consent in writing of the Lender, (d) the manner in which the proceeds from any insurance policies or arising from a condemnation are to be used by the parties, and (e) such other terms as are customarily contained in similar agreements governing similar transactions, all of which shall be subject to the reasonable approval of the DDA and Developer. Notwithstanding the foregoing, in no event shall the DDA be required to enter into a tri-party agreement which: (aa) modifies or alters the Project Site Plan, the nature and scope of the Project, the components of the Project and any of the obligations of the Developer under this Developer Agreement to acquire, finance and develop and construct the Project or (bb) materially and adversely limits or affects the rights and remedies available under the Leasehold Mortgage shall constitute diligent action by Leasehold Mortgagee to cure the default. Any default which by its nature is incapable of being cured by Leasehold Mortgagee or any other third party who acquires title to the DDA hereunderleasehold estate under this Lease pursuant to a foreclosure sale or a deed in lieu of foreclosure shall be waived by Landlord upon such foreclosure or deed in lieu thereof. Any notice, demand, request, or other instrument given by Landlord to Leasehold Mortgagee shall be delivered to Leasehold Mortgagee at such address as solely determined by the DDA, Leasehold Mortgagee may provide to Landlord in which case the DDA shall provide the Developer with its written objections writing from time to the tri-party agreementtime.