Common use of Curable Defaults Clause in Contracts

Curable Defaults. (1) Either Owner or Manager may terminate this Agreement by written notice to the other party in the event that the other party shall default (the "Defaulting Party") in the performance or observance of any material term, condition or covenant contained in this Agreement in respect of the Property not falling under Section XVI.B or shall fail to perform or observe the same in accordance with the 32 <PAGE> required standard under this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof shall have been received by the non-defaulting party (the "Non-Defaulting Party") specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a "DEFAULT NOTICE"). The Defaulting Party shall be deemed to have complied with a Default Notice given under this Section XVI.C if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days and the Defaulting Party shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Default Notice, and, thereafter shall have diligently prosecuted the cure to its completion. (2) A Non-Defaulting Party shall have the right to terminate this Agreement based on a default by a Defaulting Party under this Section XVI.C only if such default is determined to constitute an Adjudicated Default as provided below. If a Non-Defaulting Party believes that the other party has defaulted in the performance of a material obligation under this Agreement, and that such default remains uncured following the delivery of a default notice and the expiration of the applicable cure period provided in Section XVI.C(1), then such Non-Defaulting may deliver a written notice to the other party setting forth its intention to terminate this Agreement pursuant to this Section (a "TERMINATION NOTICE"). If the Defaulting Party desires to contest such termination, then the Defaulting Party shall so notify the Non-Defaulting Party within ten (10) Business Days after receipt of the Termination Notice, and a senior officer of each party shall meet promptly and negotiate in good faith in order to resolve such dispute. If such senior officers are unable to resolve the dispute within thirty (30) days after the Defaulting Party's receipt of the Termination Notice, then the Defaulting Party may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party has defaulted in the performance of a material obligation hereunder. An "ADJUDICATED DEFAULT" shall be deemed to have occurred if: (i) the parties' respective senior officers are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within sixty (60) days after it's receipt of a Termination Notice; (ii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (iii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. 33 <PAGE> D.

Curable Defaults. (1) Either Owner or Manager may terminate this Agreement by written notice to the other party Westfield in the event that the other party Westfield shall default (the "Defaulting Party") in the performance or observance of any material term, condition or covenant contained in this Agreement in respect of the Property not falling under Section XVI.B or shall fail to perform or observe the same in accordance with the 32 <PAGE> required standard under this Agreement Agreement, and such default shall continue for a period of thirty (30) days after written notice thereof shall have been received given to Westfield by the non-defaulting party (the "Non-Defaulting Party") Owner specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a "WESTFIELD DEFAULT NOTICE"). The Defaulting Party Westfield shall be deemed to have complied with a Westfield Default Notice given under this Section XVI.C SECTION 6.3 if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days and the Defaulting Party Westfield shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Westfield Default Notice, Notice and, if the default is such that it is curable within a reasonable time, but cannot be reasonably remedied within the specified time, Westfield thereafter shall have diligently prosecuted the cure to its completion. (2) A Non-Defaulting Party Owner shall have the right to terminate this Agreement based on a default by a Defaulting Party Westfield under this Section XVI.C 6.3 only if such default is determined to constitute an a Westfield Adjudicated Default as provided below. If a Non-Defaulting Party Owner believes that the other party Westfield has defaulted in the performance of a material obligation under this Agreement, and that such default remains uncured following the delivery of a default notice Westfield Default Notice and the expiration of the applicable cure period provided in this Section XVI.C(1)6.3, then such Non-Defaulting Owner may deliver a written notice to the other party Westfield setting forth its intention to terminate this Agreement pursuant to this Section (a an "OWNER TERMINATION NOTICE"). If the Defaulting Party Westfield desires to contest such termination, then the Defaulting Party Westfield shall so notify the Non-Defaulting Party Owner within ten (10) Business Days after receipt of the Owner Termination Notice, and a senior officer of each party shall meet promptly and negotiate in good faith in order to resolve such dispute. If such senior officers are unable to resolve the dispute within thirty (30) days after the Defaulting PartyWestfield's receipt of the Owner Termination Notice, then the Defaulting Party Westfield may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party Westfield has defaulted in the performance of a material obligation hereunder. An A "WESTFIELD ADJUDICATED DEFAULT" shall be deemed to have occurred if: (i) the parties' respective senior officers are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within sixty (60) days after it's receipt of a Termination Notice; (ii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (iii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. 33 <PAGE> D.:

Curable Defaults. (1) Either Owner or Manager may terminate this Agreement by written notice to the other party Westfield in the event that the other party Westfield shall default (the "Defaulting Party") in the performance or observance of any material term, condition condition, warranty, or covenant contained in this Agreement in respect of the Property not falling under Section XVI.B or shall fail to perform or observe the same 6.2, and in accordance with the 32 <PAGE> required standard under this Agreement and any such case such default shall continue for a period of thirty (30) days after written notice thereof shall have been received given to Westfield by the non-defaulting party (the "Non-Defaulting Party") Owner specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a "DEFAULT NOTICE"). The Defaulting Party ; PROVIDED, HOWEVER, that Westfield shall be deemed to have complied with a Default Notice given under this Section XVI.C 6.3 if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days and the Defaulting Party Westfield shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Default Notice, Notice and, if the default is such that it is curable within a reasonable time, but cannot be reasonably remedied within thirty (30) days, Westfield thereafter shall have diligently prosecuted the cure to its completion. (2) A Non-Defaulting Party Owner shall have the right to terminate this Agreement Westfield based on a default by a Defaulting Party Westfield under this Section XVI.C 6.3 only if such default is determined to constitute an Adjudicated Default as provided below. If a Non-Defaulting Party In the event that Owner believes that the other party Westfield has defaulted in the performance of a material obligation under this Agreement, and that such default remains uncured following the delivery of a default notice and the expiration of the applicable cure period provided in this Section XVI.C(1)6.3, then such Non-Defaulting Owner may deliver a written notice to the other party Westfield setting forth its the Owner's intention to terminate this Agreement Westfield pursuant to this Section (a "TERMINATION NOTICETermination Notice"). If the Defaulting Party Westfield desires to contest such termination, then the Defaulting Party Westfield shall so notify the Non-Defaulting Party Owner within ten (10) Business Days after receipt of the Termination Notice, and a senior officer of each party Westfield shall meet promptly and negotiate in good faith with a senior officer of Owner in order to resolve such dispute. If such senior officers are unable to resolve the dispute within thirty (30) days after the Defaulting PartyWestfield's receipt of the Termination Notice, then the Defaulting Party Westfield may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party Westfield has defaulted in the performance of a material obligation hereunder. An "ADJUDICATED DEFAULTAdjudicated Default" shall be deemed to have occurred if: (i) the parties' respective senior officers are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within sixty (60) days after it's receipt of a Termination Notice; (ii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (iii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. 33 <PAGE> D.:

Curable Defaults. (1) Either Owner or Manager Company may terminate this Agreement by written notice to the other party Acquisition Member in the event that the other party Acquisition Member shall default (the "Defaulting Party") in the performance or observance of any material term, condition or covenant contained in this Agreement in respect of the Property not falling under Section XVI.B or shall fail to perform or observe the same in accordance with the 32 <PAGE> required standard under this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof shall have been received given to Acquisition Member by the non-defaulting party (the "Non-Defaulting Party") Company specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten period (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a an "DEFAULT NOTICEAcquisition Member Default Notice"). The Defaulting Party Acquisition Member shall be deemed to have complied with a an Acquisition Member Default Notice given under this Section XVI.C 5.3 if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days and the Defaulting Party Acquisition Member shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Acquisition Member Default Notice, Notice and, if the default is such that it is curable within a reasonable time, but cannot be reasonably remedied within the specified time, Acquisition Member thereafter shall have diligently prosecuted the cure to its completion. (2) A Non-Defaulting Party Company shall have the right to terminate this Agreement based on a default by a Defaulting Party Acquisition Member under this Section XVI.C 5.3 only if such default is determined to constitute an Acquisition Member Adjudicated Default as provided below. If a Non-Defaulting Party Company believes that the other party Acquisition Member has defaulted in the performance of a material obligation under this Agreement, Agreement and that such default remains uncured following the delivery of a default notice an Acquisition Member Default Notice, and the expiration of the applicable cure period provided in this Section XVI.C(1)5.3, then such Non-Defaulting Company may deliver a written notice to the other party Acquisition Member setting forth its intention to terminate this Agreement pursuant to this Section (a "TERMINATION NOTICECompany Termination Notice"). If the Defaulting Party Acquisition Member desires to contest such termination, then the Defaulting Party Acquisition Member shall so notify the Non-Defaulting Party Company within ten (10) Business Days after receipt of the Company Termination Notice, and a senior officer personnel of each party shall meet promptly and negotiate in good faith in order to resolve such dispute. If such senior officers personnel are unable to resolve the dispute within thirty (30) days after the Defaulting PartyAcquisition Member's receipt of the Company Termination Notice, then the Defaulting Party Acquisition Member may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party Acquisition Member has defaulted in the performance of a material obligation hereunder. An "ADJUDICATED DEFAULTAcquisition Member Adjudicated Default" shall be deemed to have occurred if: (i) the parties' respective senior officers are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within sixty (60) days after it's receipt of a Termination Notice; (ii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (iii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. 33 <PAGE> D.:

Curable Defaults. (1) Either Owner or Manager may terminate this Agreement by written notice to the other party Westfield in the event that the other party Westfield shall default (the "Defaulting Party") in the performance or observance of any material term, condition condition, warranty or covenant contained in this Agreement in respect of the Property Center not falling under Section XVI.B or shall fail to perform or observe the same 16.1, and in accordance with the 32 <PAGE> required standard under this Agreement and any such case such default shall continue for a period of thirty (30) days after written notice thereof shall have been received given to Westfield by the non-defaulting party (the "Non-Defaulting Party") Owner specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a "DEFAULT NOTICEWestfield Default Notice"). The Defaulting Party ; PROVIDED, HOWEVER, that if the default is such that it is curable within a reasonable time, but cannot be reasonably remedied within thirty days, Westfield shall be deemed to have complied with a Westfield Default Notice given under this Section XVI.C 16.2 if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days and the Defaulting Party Westfield shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Westfield Default Notice, and, thereafter Notice and shall have diligently prosecuted the cure to its completion. Upon the giving of a Westfield Default Notice under this Section 16.2, Owner may suspend any payment due or which may become due to Westfield, other than amounts actually due and payable to Contractors under their respective Contracts (2which amounts may be paid by checks made jointly to Westfield and such respective Contractors), until such time as the default notified has been remedied. If the engagement of Westfield to carry out the Project is terminated by Owner, then subject to the foregoing sentence and Sections 16.3(b) A Non-Defaulting Party and 16.3(e), Owner shall not be obligated to make any further payments to Westfield. Owner shall have the right to terminate this Agreement Developer based on a default by a Defaulting Party Developer under this Section XVI.C 16.2 only if such default is determined to constitute an a Westfield Adjudicated Default as provided below. If a Non-Defaulting Party In the event that Owner believes that the other party Developer has defaulted in the performance of a material obligation under this Agreement, and that such default remains uncured following the delivery of a default notice Westfield Default Notice and the expiration of the applicable cure period provided in this Section XVI.C(1)16.2, then such Non-Defaulting Owner may deliver a written notice to the other party Developer setting forth its the Owner's intention to terminate this Agreement Developer pursuant to this Section (a an "TERMINATION NOTICEOwner Termination Notice"). If the Defaulting Party Developer desires to contest such termination, then the Defaulting Party Developer shall so notify the Non-Defaulting Party Owner within ten (10) Business Days after receipt of the Owner Termination Notice, and a senior officer of each party Developer shall meet promptly and negotiate in good faith with a senior officer of Owner in order to resolve such dispute. If such senior officers are unable to resolve the dispute within thirty (30) days after the Defaulting PartyDeveloper's receipt of the Owner Termination Notice, then the Defaulting Party Developer may institute an action in the appropriate judicial forum within thirty (30) days thereafter to determine whether the Defaulting Party Developer has defaulted in the performance of a material obligation hereunder. An A "ADJUDICATED DEFAULTWestfield Adjudicated Default" shall be deemed to have occurred if: (i) the parties' respective senior officers are unable to resolve such dispute and the Defaulting Party does not institute a judicial proceeding within sixty (60) days after it's receipt of a Termination Notice; (ii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder, and the Defaulting Party does not deliver a notice of appeal to the appropriate parties within the applicable appeal period; or (iii) a court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder and an appeal is perfected by the Defaulting Party within the applicable appeal period, and a second court renders a final decision finding that the Defaulting Party has defaulted in the performance of a material obligation hereunder. 33 <PAGE> D.: