Common use of Default Termination Clause in Contracts

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 14

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner Subject to the terms of the Loan Documents, either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager the other party hereto, pursuant to Section 1414 hereof. (d) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising).

Default Termination. (a) a. Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) b. Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner c. Subject to the terms of the Loan Documents, either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager the other party hereto, pursuant to Section 1414 hereof. d. Upon termination of this Agreement, (i) Manager shall promptly return to Owner all monies, books, records, and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager, and (ii) Manager shall be entitled to receive its Property Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as advertising).

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner Subject to the terms of the Loan Documents, either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not less than ninety (90) days' written notice to the other party hereto, and with cause by giving not less than thirty (30) days' days written notice to Manager the other party hereto, in both cases pursuant to Section 1414 hereof. (d) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising).

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its their respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 1414 hereof. Manager shall have the right to terminate this Agreement, with or without cause, by giving not less than ninety (90) days' written notice to Owner pursuant to Section 14 hereof. (d) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising).

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) . Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner . Subject to the terms of the Loan Documents, either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager the other party hereto, pursuant to Section 1414 hereof. Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising).

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") Either party shall be in default under an applicable Site Lease if the party fails to perform its respective duties any material duty or obligations hereunder under this Master Lease or such Site Lease, in respect of a Site or any Premises, and does not cure or remedy such failure to perform within twenty (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (3020) calendar days Business Days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunderwith respect thereto; provided, however, that if such failure to perform shall require a longer period to cure, then such cure period shall be extended for such time as is reasonably necessary to cure such failure to perform (not to exceed forty-five (45) Business Days), but only so long as such efforts to cure are commenced within ten (10) Business Days after receipt of written notice from the foregoing shall not constitute an event of default hereunder other party and thereafter proceed diligently and in good faith. Notwithstanding the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but foregoing, in no event shall the time within which a party may cure a failure in the payment of money exceed a single ten (10) Business Day period following written notice of such extended cure failure, without extension; provided, however, that the defaulting party shall be required to pay any overdue money after such ten (10) Business Day period exceed ninety has elapsed by check and if such check is accepted and actually cashed or deposited by the non-breaching party (90so long as such check also clears), then the receipt of such funds shall be deemed a waiver by the non-breaching party of such default. (b) days Upon the occurrence of a default, the non-defaulting party may pursue any and all remedies available under applicable law and any one or more of the following remedies, separately or concurrently or in any combination, to the extent compatible under applicable law, without further notice or demand whatsoever: (i) Termination of the applicable Site Lease by giving the defaulting party written notice of such termination, in which event the applicable Site Lease shall be terminated at the time designated in the notice without any further judgment or judicial declaration; and (ii) The recovery from the date defaulting party of receipt all damages, costs and expenses incurred by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default enforcing and compensating its rights and remedies under the terms of the Loan Documents this Master Lease and the cure period for such matter under the Loan Documents is shorter than the cure period specified hereinapplicable Site Lease, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, including reasonable attorneys' fees and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunderexpenses. (c) Owner Notwithstanding the foregoing, if Lessee breaches any of its material obligations under ten percent (10%) or more of the Site Leases under this Agreement and the MLA for BTS Sites, collectively, then in effect in any particular Region during any consecutive six (6) month period during the Term, MATC shall have the right to terminate this Master Lease and any other or all of the Site Leases executed under the terms of this Master Lease with respect to such Region; provided, however, that if MATC has previously exercised its right to accelerate the rental payments due for the Region affected hereunder pursuant to Section 5(e) above, MATC shall not have the right to terminate the relevant Site Leases which have been pre-paid. In addition, if Lessee is in default on the payment of Base Rent and/or Additional Rent for three (3) months or more with respect to five percent (5%) or more of the Site Leases under this Agreement, then so long as MATC has not exercised its right to accelerate rental payments under Section 5(e), MATC may terminate this Master Lease and any other or all of the Site Leases executed under the terms of this Master Lease. (d) The termination of an applicable Site Lease by reason of a party's default shall not relieve the defaulting party of any of its duties and obligations accrued under this Master Lease in respect of such Site Lease or any other Site Lease, prior to the effective date of such termination. (e) At the expiration or termination of an applicable Site Lease for any reason, Lessee shall surrender to MATC the Premises, remove Lessee's Improvements and Equipment, and shall restore the Premises to substantially the same condition existing on the Commencement Date, except for ordinary wear and tear. If Lessee fails to remove Lessee's Improvements and Equipment as required, Lessee's Improvements and Equipment will, subject to fifteen (15) days prior written notice and subject to the rights of the Financing Secured Parties described in Section 13(c)(i), be subject to disconnection, removal and disposal by MATC. In such event, Lessee will pay to MATC upon written demand therefor, the disconnection, removal and storage expenses incurred by or on behalf of MATC including, without limitation, the repair of any damage to the Premises or Site caused by such removal. If Lessee's Improvements and Equipment are not claimed by Lessee within thirty (30) days following written notice from MATC to Lessee of its removal, subject to the rights of the Financing Secured Parties described in Section 13(c)(i), MATC is hereby authorized by Lessee to take any steps necessary, subject to any existing lien, security interest or other encumbrance, to sell all or any portion of Lessee's Improvements and Equipment, and Lessee shall execute any documents necessary to effect such transfer. In the event Lessee's Improvements and Equipment remain on the Premises following termination or expiration of the applicable Site Lease (even if it has been disconnected), Lessee shall pay to MATC holdover rent equal to one hundred and twenty-five percent (125%) of the then effective Base Rent, pro-rated from the date of termination to the date Lessee's Improvements and Equipment are removed from the Premises by Lessee. The parties hereby specifically acknowledge that MATC will be under no obligation to repay Lessee for any construction, improvements or work performed on a Site by Lessee, and Lessee hereby waives the provisions of articles 2423 and 2424 of the Federal Civil Code and the applicable provisions of the Civil Codes of the jurisdictions in which any Site is located. Notwithstanding anything to the contrary herein, the notice requirements outlined in this Section 10(e) shall not apply to the extent that they conflict with the provisions of the applicable Prime Lease pursuant to its termination or without causeexpiration. (f) [INTENTIONALLY OMITTED] (g) Subject to Section 10(j), by giving not upon no less than thirty (30) days' days prior written notice (unless a lesser period of time is otherwise required by law), either party hereto may terminate the applicable Site Lease without any further obligation by either party to the other if any law, ordinance, regulation or directive of any governmental or regulatory authority hereinafter enacted or ordered prohibits Lessee's or MATC's use of the Premises so long as such governmental action is not the result of any action or inaction by the terminating party. (h) MATC will provide Lessee with a copy of any notice of default received by MATC under any Prime Lease in the event that MATC does not intend to or can not cure any such default during the applicable cure period provided for in the Prime Lease or of any notice, complaint, order or decree that will (or could) adversely affect Lessee's ability to operate its wireless communications facility from the Site or will (or could) adversely affect any right or remedy of Lessee hereunder. Any failure by MATC to deliver notice pursuant to this Section shall not be deemed a default under this Agreement so long as Lessee does not suffer any materially adverse consequence as a result thereof. (i) Notwithstanding anything to the contrary in this Agreement, in the event that MATC fails to comply with the provisions of a Prime Lease, any Governmental Requirements (other than failure to obtain Tower Site Permits that Lessee or its affiliates were required to obtain prior to Closing), or its maintenance or repair obligations hereunder and Lessee's rights hereunder shall (or could) be materially and adversely affected by a failure to comply, Lessee (in addition to any other rights and remedies it may be entitled to hereunder) will be authorized, following no less than five (5) Business Days prior written notice to Manager MATC (unless during such period MATC diligently commences and pursues the cure of such failure), to pay any reasonable amount required to cure such failure or, if applicable, commence and prosecute any and all reasonable action or actions necessary to cure such failure as may be available to MATC. Following any such payment by Lessee, Lessee will be entitled to withhold the full amount thereof from installments of rent or other payments next owing under this Agreement until such amount and charge have been fully credited. Any dispute as to the obligation to pay any such amount or pursue any specific action pursuant to this Section 1410(i), will be resolved in accordance with Section 22 hereof. (j) In the event that a tower structure upon which the Premises are located at any Site must be removed, dismantled or otherwise becomes unusable because the applicable Tower Site Permits for a Site were required to be obtained by Lessee or its Affiliates prior to the Closing (as defined in the Purchase Agreement) of such Site, but were not obtained by Lessee or such Affiliates, then (i) the associated Site Lease shall be deemed to have been terminated contemporaneously therewith, (ii) Lessee shall promptly indemnify MATC, which indemnification shall be paid (A) if Base Rent is being paid annually, then annually in advance on the anniversary of the applicable Commencement Date, beginning on the date of such deemed termination and ending on the nine year anniversary of the applicable Commencement Date (i.e., payment shall be through the remainder of the Initial Term), or (B) if Base Rent is being paid monthly, then monthly in advance on the first of each month beginning on the date of such deemed termination and ending on the month immediately prior to the ten (10) year anniversary of the Commencement Date (i.e., payment shall be through the remainder of the Initial Term); in each case in an amount equal to the rent that would have been payable to MATC under the applicable Site Lease. To the extent that Lessee has prepaid rent corresponding to any periods after the deemed termination, such prepaid rent shall count toward Lessee's indemnity obligation described in this Section 10(j). The Indemnification described in this Section 10(j) shall be in addition to any other indemnification provided for in this Section 10 or any other section of this Agreement and Lessee further waives any right to claim such event as a force majeure event under the applicable provisions of the Federal Civil Code and its corresponding articles of the Civil Codes for the Federal District and the States of Mexico.

Default Termination. (a) Any material failure by Manager or Owner (a "“Defaulting Party"”) to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, howeverhowcver, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, however that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner and Lender shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten thirty (1030) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner Upon an event of default hereunder, the non-defaulting party shall have the right to terminate this Agreement upon notice to the defaulting party. (d) In addition to the foregoing, Manager shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager Owner pursuant to Section 1414 hereof. (e) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising). (f) Notwithstanding any provision of this Section 6 to the contrary, Manager shall not cease managing the Property until such time as a replacement property manager consistent with the requirements of the Loan Documents commences managing the Property.

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 14

Default Termination. (a) Any material failure by Manager or Owner (a "“Defaulting Party"”) to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, howeverhowcver, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, however that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner and Lender shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. . (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten thirty (1030) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner Upon an event of default hereunder, the non-defaulting party shall have the right to terminate this Agreement upon notice to the defaulting party. 7 (d) In addition to the foregoing, Manager shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager Owner pursuant to Section 1414 hereof. (e) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising). (f) Notwithstanding any provision of this Section 6 to the contrary, Manager shall not cease managing the Property until such time as a replacement property manager consistent with the requirements of the Loan Documents commences managing the Property.

Default Termination. (a) Any material failure by Manager Manager, Tenant or Owner Parent (a "Defaulting Party") to perform its their respective duties or obligations hereunder (other than a default by Owner Tenant or Parent under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event Event of default Default hereunder; provided, however, the foregoing shall not constitute an event Event of default Default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents Lease and the cure period for such matter under the Loan Documents Lease is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan DocumentsLease. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner Tenant and Parent shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. . (b) Any material failure by Owner Tenant or Parent to perform its their respective duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event Event of default Default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 14

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner Subject to the terms of the Loan Documents, either party hereto shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty ninety (3090) days' written notice to Manager the other party hereto, pursuant to Section 1414 hereof. (d) Upon termination of this Agreement, (x) Manager shall promptly return to Owner all monies, books, records and other materials held by Manager for or on behalf of Owner and shall otherwise cooperate with Owner to promote and ensure a smooth transition to the new manager and (y) Manager shall be entitled to receive its Property Management Fee and Asset Management Fee and reimbursement of expenses through the effective date of such termination, including the reimbursement of any prepaid expenses for periods beyond the date of termination (such as Yellow Pages advertising).

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its their respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the - Loan Documents Documents, if and when provided by Owner and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 1414 hereof. Manager shall have the right to terminate this Agreement with or without cause, by giving not less than ninety (90) days' written notice to Owner pursuant to Section 14 hereof. (d) Upon termination of this Agreement.

Default Termination. (a) Any material failure by Manager or Owner (a "Defaulting Party") to perform its their respective duties or obligations hereunder (other than a default by Owner under Section 4 of this Agreement), which material failure is not cured within thirty (30) calendar days after receipt of written notice of such failure from the non-defaulting party, shall constitute an event of default hereunder; provided, however, the foregoing shall not constitute an event of default hereunder in the event the Defaulting Party commences cure of such material failure within such thirty (30) day period and diligently prosecutes the cure of such material failure thereafter but in no event shall such extended cure period exceed ninety (90) days from the date of receipt by the non-defaulting party of written notice of such material default; provided further, however, that in the event such material failure constitutes a default under the terms of the Loan Documents and the cure period for such matter under the Loan Documents is shorter than the cure period specified herein, the cure period specified herein shall automatically shorten such that it shall match the cure period for such matter as specified under the Loan Documents. In addition, following notice to Manager of the existence of any such material failure by Manager, Owner shall each have the right to cure any such material failure by Manager, and any sums so expended in curing shall be owed by Manager to such curing party and may be offset against any sums owed to Manager under this Agreement. . (b) Any material failure by Owner to perform its duties or obligations under Section 4, which material failure is not cured within ten (10) calendar days after receipt of written notice of such failure from Manager, shall constitute an event of default hereunder. (c) Owner shall have the right to terminate this Agreement, with or without cause, by giving not less than thirty (30) days' written notice to Manager pursuant to Section 14