Common use of Notice and Opportunity to Cure Clause in Contracts

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies remedies, and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance DB Contractor shall have the following cure periods with respect to the following DB Contractor Maintenance Contractor Defaults: (a) Respecting a DB Contractor Maintenance Default under clause (a) of Section 12.1, the same cure period, if any, as is available under the Design-Build Contract; (b) Respecting a DB Contractor Maintenance Default under clauses (b) through (d), and clauses (g) through (ij) and clause (p) of Section 12.1, a period of 10 days Days after TxDOT delivers to Maintenance DB Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any DB Contractor Maintenance Contractor Default which that, by its nature cannot be cured (which shall include the items described in clauses (e) through and (f) and ), clauses (jk) through (n) and clause (o) of Section 12.1).; and (bc) If For any DB Contractor Maintenance Default with a cure period of 10 Days as described in Section 12.2.1(a), if such DB Contractor Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 daysDays, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance DB Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days Days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance DB Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which that TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance DB Contractor’s cost, and and, so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance DB Contractor and shall not entitle Maintenance DB Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Issuing Authority has reason to believe that Licensee has defaulted in the performance of XxXXX’s exercise any or several material provisions of remedies this Renewal License, except as excused by Force Majeure, the Issuing Authority shall notify Licensee in writing, by certified mail, of the material provision or provisions which the Issuing Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. Licensee shall have thirty (30) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Issuing Authority in writing, contesting the Issuing Authority's assertion of default and providing such information or documentation as may be necessary to support Licensee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. Licensee shall report to the Issuing Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to Licensee's efforts, indicating the steps taken by TxDOT, Licensee to cure said default and reporting Licensee's progress until such additional period default is cured. (c) In the event that (i) Licensee fails to respond to such notice of time shall be allowed as may be reasonably necessary default; and/or (ii) Licensee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required forty-five (45) day period; the Issuing Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to Licensee. Licensee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Issuing Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Issuing Authority determines that Licensee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Issuing Authority may determine to pursue any liability lawful remedy available to Maintenance Contractor and shall not entitle Maintenance Contractor it. (e) In the event that (i) the Issuing Authority fails to any other remedyissue a written reply within 30 days accepting or rejecting Licensees' response pursuant to 9.8(a) above; (ii) the Issuing Authority fails to issue a written acknowledgement after Licensee's notice that it cured said default pursuant to 9.8(b) above; and/or (iii) the Issuing Authority fails to schedule a public hearing no later than thirty (30) days of having sent a written notice consistent with Section 9.8(c) above and/or (iv) the Issuing authority fails to issue a written determination with thirty (30) days after the public hearing pursuant to Section 9.8(d) above , it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use then the issue of and access to said default against Licensee by the Project. XxXXX’s good faith determination of the existence of such danger Issuing Authority shall be deemed conclusive in the absence of clear considered null and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (a) of Section 12.1,the same cure period, if any, as is available under the Design-Build Agreement; (b) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through and (f) and clauses (j) through (n) of Section 12.1). (bc) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance DB Contractor shall have the following cure periods with respect to the following DB Contractor Maintenance Contractor Defaults: (a) Respecting a DB Contractor Maintenance Default under clauses (a) of Section 12.1, the same cure period, if any, as is available under the Design-Build Agreement; (b) Respecting a DB Contractor Maintenance Default under clauses (b) through (d), and clauses (g) through (ij) of Section 12.1, a period of 10 days ten Days after TxDOT delivers to Maintenance DB Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any DB Contractor Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through and (f) and clauses (jk) through (n) of Section 12.1).; (bc) Respecting a DB Contractor Default under clause (o)(i) of Section 12.1, a period of five Days after TxDOT delivers to DB Contractor written notice of the DB Contractor Default; (d) Respecting a DB Contractor Default under clause (o)(ii) of Section 12.1, a period of 30 Days after TxDOT delivers to DB Contractor written notice of the DB Contractor Default; (e) If a DB Contractor Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 daysten Days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance DB Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days Days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance DB Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance DB Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance DB Contractor and shall not entitle Maintenance DB Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For If the purpose Issuing Authority has reason to believe that Licensee has defaulted in the performance of XxXXX’s exercise any or several material provisions of remedies this Renewal License, except as excused by Force Majeure, the Issuing Authority shall notify Licensee in writing, by certified mail, of the material provision or provisions which the Issuing Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. Licensee shall have thirty (30) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Issuing Authority in writing, contesting the Issuing Authority's assertion of default and providing such information or documentation as may be necessary to support Licensee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. Licensee shall report to the Issuing Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to Licensee's efforts, indicating the steps taken by TxDOT, Licensee to cure said default and reporting Licensee's progress until such additional period default is cured. (c) In the event that (i) Licensee fails to respond to such notice of time shall be allowed as may be reasonably necessary default; and/or (ii) Licensee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required forty-five (45) day period; the Issuing Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to Licensee. Licensee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Issuing Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Issuing Authority determines that Licensee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Issuing Authority may determine to pursue any liability lawful remedy available to Maintenance Contractor and shall not entitle Maintenance Contractor it. (e) If (i) the Issuing Authority fails to any other remedyissue a written reply within 30 days accepting or rejecting Licensees' response pursuant to 9.8(a) above; (ii) the Issuing Authority fails to issue a written acknowledgement after Licensee's notice that it cured said default pursuant to 9.8(b) above; and/or (iii) the Issuing Authority fails to schedule a public hearing no later than thirty (30) days of having sent a written notice consistent with Section 9.8(c) above and/or (iv) the Issuing authority fails to issue a written determination with thirty (30) days after the public hearing pursuant to Section 9.8(d) above , it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use then the issue of and access to said default against Licensee by the Project. XxXXX’s good faith determination of the existence of such danger Issuing Authority shall be deemed conclusive in the absence of clear considered null and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For Where a Non-Defaulting Party declares a failure or breach of the purpose other Party (“Defaulting Party”) to perform a material duty or obligation of XxXXX’s exercise the Defaulting Party under the terms of remedies this Agreement, the Non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the alleged breach or failure and subject the actions, if any, required by the Defaulting Party to remedies that cure such alleged breach or failure. The Defaulting Party shall be deemed in Default under this Section 12 expressly states Agreement if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such breach or failure within thirty (30) days after the date of such notice or ten (10) days for monetary Defaults (or such lesser time as may be exercised before lapse of a cure periodspecifically provided in this Agreement). However, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor if such non- monetary Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 dayssuch thirty (30) day period, and if and, as determined by TxDOT, such additional period long as the Defaulting Party does all of time shall be allowed the following: A. Notifies the Non-Defaulting Party in writing with a reasonable explanation as may be reasonably necessary to the reasons the asserted Default is not curable within the thirty (30) day period; B. Notifies the Non-Defaulting Party of the Defaulting Party’s proposed actions to cure the default so long as Maintenance Contractor Default; C. Promptly commences such to cure the Default within such 10-day the thirty-(30)-day period and thereafter diligently specifies a date when the Default will be cured; D. Makes periodic reports to the Non-Defaulting Party as to the progress of the program of cure; and E. Diligently prosecutes such cure to completion; providedcompletion by the date specified by the Defaulting Party, howeverand F. The date for curing the Default is accepted, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to writing, by the Surety Non- Defaulting Party, which acceptance shall not preclude TxDOT from exercising its remedies against Maintenance Contractorbe unreasonably withheld, then the Defaulting Party shall not be deemed in breach of this Agreement. Notwithstanding the provisions in this Section 12foregoing, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger Defaulting Party shall be deemed conclusive in Default under this Agreement if the absence breach or failure involves the payment of clear and convincing evidence money but the Defaulting Party has failed to completely cure the contrarymonetary default within ten (10) days (or such other time as may be specifically provided in this Agreement) after the date of such notice.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Issuing Authority has reason to believe that the Licensee has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies this Renewal License, except as excused by Force Majeure, the Issuing Authority shall notify the Licensee in writing, by certified mail, of the provision or provisions which the Issuing Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. The Licensee shall have thirty (30) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Issuing Authority in writing, contesting the Issuing Authority's assertion of default and providing such information or documentation as may be necessary to support the Licensee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. The Licensee shall report to the Issuing Authority, in writing, by certified mail, at thirty (30) day intervals as determined to the Licensee's efforts, indicating the steps taken by TxDOT, the Licensee to cure said default and reporting the Licensee's progress until such additional period default is cured. (c) In the event that (i) the Licensee fails to respond to such notice of time shall be allowed as may be reasonably necessary default and/or (ii) the Licensee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required thirty (30) day period, the Issuing Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to the Licensee. The Licensee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Issuing Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify Issuing Authority determines that the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Licensee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Issuing Authority may determine to pursue any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence remedies available to the contraryit under this Renewal License or applicable law.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Franchising Authority has reason to believe that the Franchisee has not complied with or has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies this Renewal Franchise, except as excused by force majeure, and subject prior to remedies that this instituting any action against the Franchisee under Section 12 expressly states 7.3 (Performance Bond) or Section 7.5 (Revocation), the Franchising Authority shall notify the Franchisee in writing, by certified mail, of the provision or provisions which the Franchising Authority believes may be exercised before lapse of a cure period, Maintenance Contractor have been in default or not complied with and the details relating thereto. The Franchisee shall have sixty (60) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d)respond to the Franchising Authority in writing, contesting the Franchising Authority’s assertion of default or non-compliance and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers providing such information or documentation as may be necessary to Maintenance Contractor written notice of support the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1).Franchisee’s position; or (b) If a Maintenance Contractor Default is capable cure any such default or non-compliance (and provide written evidence of cure butthe same), or, in the event that by its naturenature of the default or non-compliance, such default or non-compliance cannot be cured within 10 dayssuch sixty (60) day period, to take reasonable steps to cure said default or non-compliance and diligently continue such efforts until said default or non-compliance is cured. The Franchisee shall report to the Franchising Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to the Franchisee’s efforts, indicating the steps taken by TxDOT, the Franchisee to cure said default or non-compliance and reporting the Franchisee’s progress until such additional period default or non-compliance is cured. (c) In the event that (i) the Franchisee fails to respond to such notice of time shall be allowed as may be reasonably necessary default or non- compliance; and/or (ii) the Franchisee fails to cure the default so long as Maintenance Contractor commences or non-compliance or to take reasonable steps to cure the default or non-compliance within the required sixty (60) day period, the Franchising Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to the Franchisee. The Franchisee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure (d) Within thirty (30) days after said public hearing, the Franchising Authority shall issue a written determination of its findings. In the event that the Franchising Authority determines that the Franchisee is in such default or non-compliance, the Franchising Authority may determine to provide notice pursue any lawful remedy available to it including without limitation: the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse Revocation of the period Franchise Under 7.5; specific performance of any provision which reasonably lends itself to cure any default, such a remedy as an alternative to damages; an action for monetary damages; and/or the assessment of liquidated damages as described in Section 7.6. Failure by the event Franchising Authority to produce a written report within sixty (60) days of existence hearing shall render the issue of a condition on default or affecting the Project which TxDOT believes poses an immediate non-compliance null and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For Notwithstanding any other provision of this Agreement or any other Loan Document, Lender will not accelerate the purpose maturity of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: Loan (a) Respecting because of a Maintenance Contractor Default monetary default under clauses this Agreement or any other Loan Document unless the default is not cured within ten (b10) through (d), and clauses (g) through (i) days of Section 12.1, a period of 10 days after TxDOT the date on which Lender mails or delivers to Maintenance Contractor written notice of the defaultdefault to Borrower, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). or (b) because of a non-monetary default under this Agreement or any other Loan Document unless the default is not cured within thirty (30) days of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Agreement, the term "monetary default" means a failure by Borrower to make any payment required of it pursuant to the Note or any other Loan Document, and the term "non-monetary default" shall mean a failure by Borrower or any other person or entity; to perform any obligation contained in this Agreement or any other Loan Document or the Certificate and Indemnity, other than the obligation to make payments provided for in the Note or any other Loan Document. If a Maintenance Contractor Default non-monetary default is capable of being cured and the cure but, by its nature, cannot reasonably be cured completed within 10 daysthe thirty (30) day cure period, as determined by TxDOT, such additional the cure period of time shall be allowed extended up to ninety (90) days so long as may be reasonably necessary Borrower has commenced action to cure within the thirty (30) day cure period, and in Lender's opinion, Borrower is proceeding to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure with due diligence. None of the foregoing shall be construed to completion; provided, however, that obligate Lender to forbear in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT any other manner from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure Lender may pursue any default, in the event of existence other rights or remedies which Lender may have because of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Issuing Authority has reason to believe that the Licensee has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies the Renewal License, except as excused by Force Majeure, the Issuing Authority shall notify the Licensee in writing, by certified mail, of the provision or provisions which the Issuing Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. The Licensee shall have thirty (30) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice either to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Issuing Authority in writing and such response may contest the Issuing Authority’s assertion of default and in any event shall provide such information or documentation as may be necessary to support the Licensee’s position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. The Licensee shall report to the Issuing Authority, in writing, by certified mail or any other means which can be utilized to verify the mailing date, at thirty (30) day intervals as determined to the Licensee’s efforts, indicating the steps taken by TxDOT, the Licensee to cure said default and reporting the Licensee’s progress until such additional period default is cured. (c) In the event that the Licensee fails to respond to such notice of time shall be allowed as may be reasonably necessary default and to cure the default so long as Maintenance Contractor commences such or to take reasonable steps to cure the default within such 10-the required thirty (30) day period and thereafter diligently prosecutes such cure to completion; providedperiod, howeverthe Issuing Authority or his or her designee(s) shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice by certified mail, to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance ContractorLicensee. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger The Licensee shall be deemed conclusive in the absence of clear provided reasonable opportunity to offer evidence and convincing evidence to the contrary.be heard at such public hearing. Within thirty

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXX’s exercise of remedies remedies, and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance DB Contractor shall have the following cure periods with respect to the following DB Contractor Maintenance Contractor Defaults: (a) Respecting a DB Contractor Maintenance Default under clause (a) of Section 12.1, the same cure period, if any, as is available under the Design-Build Contract; (b) Respecting a DB Contractor Maintenance Default under clauses (b) through (d), and clauses (g) through (ij) and clause (p) of Section 12.1, a period of 10 days Days after TxDOT delivers to Maintenance DB Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any DB Contractor Maintenance Contractor Default which that, by its nature cannot be cured (which shall include the items described in clauses (e) through and (f) and ), clauses (jk) through (n) and clause (o) of Section 12.1).; and (bc) If For any DB Contractor Maintenance Default with a cure period of 10 Days as described in Section 12.2.1(a), if such DB Contractor Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 daysDays, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance DB Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days Days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance DB Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which that TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance DB Contractor’s cost, and and, so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance DB Contractor and shall not entitle Maintenance DB Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXX’s exercise of remedies ‌ Fabricator and subject Surety shall be entitled to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 15 days after TxDOT delivers to Maintenance Contractor written notice and opportunity to cure any breach before an Event of the defaultDefault is declared, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default breach which by its nature cannot be cured (which cured. Failure to provide notice to Surety shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) not preclude TxDOT from exercising its remedies against Fabricator. If a Maintenance Contractor Default breach is capable of cure but, by its nature, cannot be cured within 10 15 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default breach so long as Maintenance Contractor Fabricator commences such cure within such 1015-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to . Fabricator hereby acknowledges and agrees that the Surety shall event described in Section 13.1.1.8 is not preclude TxDOT from exercising its remedies against Maintenance Contractorcurable. Notwithstanding the provisions in this Section 12foregoing, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project Work which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance ContractorFabricator’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor Fabricator and shall not entitle Maintenance Contractor Fabricator to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Projectapplicable Project Site(s) where the Work has been installed. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For (a) Prior to exercising any remedies hereunder, the purpose Agency or the City, as applicable, shall give Owner notice of XxXXX’s such default. Unless a different period is provided herein, if the default is reasonably capable of being cured within thirty (30) days, Owner shall have such period to accomplish a cure prior to exercise of remedies by the Agency or the City. Unless a different period is provided herein, if the default is such that it is not reasonably capable of being cured within thirty (30) days, and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: Owner (a) Respecting a Maintenance Contractor Default under clauses initiates corrective action within such 30-day period, and (b) through (d)diligently, continually, and clauses (g) through (i) of Section 12.1in good faith works to accomplish a cure as soon as possible, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which then Owner shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, have such additional period of time shall be allowed as may be is reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure prior to completionexercise of any remedies by the Agency or the City; provided, however, however that in no event shall such the Agency or the City be precluded from exercising remedies (i) if the Property or the Leasehold becomes or is about to become materially jeopardized by any failure to cure period exceed 60 a default or (ii) as to Leasehold Owner only, if the default is not cured within ninety (90) days in totalafter the first notice of default is given. 12.2.2 Failure to provide (b) After Leasehold Owner gives written notice to the Surety Agency that the Tax Credit Equity Investor has been admitted to Owner, the Agency shall not preclude TxDOT from exercising its remedies against Maintenance Contractorsend to the Tax Credit Equity Investor a copy of all notices of default of Owner at the address for the Tax Credit Equity Investor as provided by written notice to the Agency by Owner. Notwithstanding The Tax Credit Equity Investor may take such action, including removing and replacing the provisions general partner of Owner with a substitute general partner, who shall accomplish a cure within the cure period provided in this Section 1211; provided, TxDOT may, without notice and without awaiting lapse of however that in no event shall the period Agency or the City be precluded from exercising remedies (i) if the Property or the Leasehold becomes or is about to become materially jeopardized by any failure to cure any defaulta default or (ii) as to period of ownership of Leasehold Owner only, in if the event default is not cured within ninety (90) days after the first notice of existence of a condition on or affecting default is given. The Agency and the Project which TxDOT believes poses an immediate and imminent danger City agree to public health or safety, rectify accept cures tendered by the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in Tax Credit Equity Investor within the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrarycure periods provided herein.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (de), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no TxDOT shall have the right, but not the obligation, to effect cure, at Maintenance Contractor’s expense, if a Maintenance Contractor Default under clause (e) of Section 12.1 continues beyond five days after such notice is delivered. No such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through clause (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For (a) If between the purpose Effective Date and the Closing Date either party becomes aware that any of XxXXX’s exercise Seller's representation(s) or warranty(ies) are or will be untrue or inaccurate ("Inaccuracy"), such party will promptly notify the other. In any such case, even if such Inaccuracy would be likely to have a Material Adverse Effect, the Seller can elect to take any of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect actions, in which case Buyer shall be obligated to close the following Maintenance Contractor Defaultstransaction contemplated hereby if all other conditions to Closing in Article 9 have been satisfied: (ai) Respecting a Maintenance Contractor Default under clauses prior to Closing, Seller can cure such Inaccuracy by completely correcting such Inaccuracy without any potential Loss, risk or adverse effect to Buyer; (bii) through if the Inaccuracy can be cured (d)without any remaining potential risk or adverse effect to Buyer) by Seller's assumption of, and clauses indemnification for, any Losses resulting from any such Inaccuracy, Seller can agree to the unconditional and unlimited assumption of liability for, and indemnification of Buyer for, any such Loss; or (giii) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of if the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature Inaccuracy cannot be completely cured by Seller prior to Closing with commercially reasonable best efforts, then Seller can present to Buyer a reasonable plan to cure such Inaccuracy after the Closing (which shall include the items described without any remaining potential risk or adverse effect to Buyer) including Seller's unconditional and unlimited indemnification of Buyer for any potential Losses resulting from any such Inaccuracy. If Seller satisfies all conditions in any of clauses (ei), (ii) through or (fiii) above, then the appropriate Schedule(s) will be updated and clauses the Inaccuracy shall be deemed corrected for all purposes of this Agreement (j) through (n) including without limitation Section 11.1 hereof); provided, however, that except as contemplated hereby and by Section 3.10 hereof, Seller shall not otherwise have any right to update such Schedules. The parties acknowledge and agree that Seller's indemnity provided in this Section 5.8 is without regard to the provisions of Section 12.1)Article 11 hereof. (b) If a Maintenance Contractor Default is capable of cure butthe parties discover an Inaccuracy between the Effective Date and the Closing Date, by its nature, canbut such Inaccuracy would not be cured within 10 dayslikely to have a Material Adverse Effect, then the parties acknowledge and agree that the condition in Section 9.1 of this Agreement will nevertheless be satisfied insofar as determined by TxDOTSection 9.1 relates to the required degree of accuracy of the representations and warranties as of the Closing Date. However, such additional period of time the parties further acknowledge and agree that after the Closing Buyer shall be allowed as may be reasonably necessary entitled to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that assert an indemnification claim against Seller under Article 11 hereof in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence respect of such defaultInaccuracy, such action shall not expose TxDOT subject to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use all applicable limitations of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryArticle 11.

Notice and Opportunity to Cure. 12.2.1 For Anything in this Article 15 to the purpose contrary notwithstanding, if an Event of XxXXX’s Default occurs (a) the Landlord shall not exercise of remedies any right or remedy on account thereof which it holds under this Lease or applicable law unless and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure perioduntil the Landlord shall so notify, Maintenance Contractor simultaneously and in writing, the Tenant, Guarantor (until the Guaranty Date), the Class B Limited Partner, the Limited Partners and all Permitted Leasehold Mortgagees (the “Notice”) and each shall have the following right to cure periods with respect such Event of Default as follows: (i) within thirty (30) days after the Notice if the Event of Default consists of failure to pay money, and (ii) within ninety (90) days after the following Maintenance Contractor Defaults: (a) Respecting Notice if the Event of Default consists of something other than a Maintenance Contractor Default under clauses failure to pay money; and (b) through the Landlord shall not terminate this Lease for the Tenant’s default unless and until the Landlord has given the Tenant, Guarantor (duntil the Guaranty Date), the Class B Limited Partner, the Limited Partners and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written all Permitted Leasehold Mortgagees and the Limited Partners notice of such Event of Default and ninety (90) days in addition to any applicable cure period given the default, provided that no such notice and opportunity Tenant in which to cure is required for it. If it cannot be reasonably cured within ninety (90) days, then each of the Tenant, Guarantor (until the Guaranty Date), the Class B Limited Partner, the Limited Partners and all Permitted Leasehold Mortgagees or the Limited Partners shall have such additional time as it shall reasonably require, so long as the Permitted Leasehold Mortgagee or the Limited Partners are proceeding with reasonable diligence. For any Maintenance Contractor Event of Default which by its nature that cannot be cured (which without possession of the Premises, the Landlord shall include allow such additional time as the items described Permitted Leasehold Mortgagee shall reasonably require to prosecute and complete a foreclosure or equivalent proceeding and obtain such possession including time to obtain relief from a Bankruptcy stay in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) the Tenant’s Bankruptcy. If a Maintenance Contractor Permitted Leasehold Mortgagee and/or a Limited Partner completes a foreclosure of this Lease or otherwise diligently exercises its rights and remedies hereunder or obtains a new lease pursuant to Section 8.3 hereof, then the Landlord shall waive any Events of Default is capable of cure but, by its nature, which cannot reasonably be cured within 10 daysby the Tenant, Guarantor (until the Guaranty Date), the Class B Limited Partner, the Limited Partners and all Permitted Leasehold Mortgagees as determined applicable. It is expressly agreed that any right of Landlord to terminate the Lease is subject to and limited by TxDOT, such additional period the further provisions of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalthis Article 15. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For Notwithstanding any other provision of this Deed of Trust, Beneficiary shall not accelerate the purpose maturity of XxXXX’s exercise one or more of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: Secured Obligations (a) Respecting because of a Maintenance Contractor Default under clauses monetary default (bdefined below) through unless the default is not cured within ten (d), and clauses (g10) through (i) days of Section 12.1, a period of 10 days after TxDOT the date on which Beneficiary mails or delivers to Maintenance Contractor written notice of the defaultdefault to Grantor, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). or (b) because of a nonmonetary default (defined below) unless the nonmonetary default is not cured within thirty (30) days of the date on which Beneficiary mails or delivers written notice of the default to Grantor. For purposes of this Deed of Trust, the term "monetary default" means a failure by Grantor to make any payment required of it pursuant to the Note or any other Loan Document, and the term "nonmonetary default" means a failure by Grantor or any other person or entity to perform any obligation contained in the Note or any other Loan Document, other than the obligation to make payments provided for in the Note or any other Loan Document. If a Maintenance Contractor Default nonmonetary default is capable of being cured and the cure but, by its nature, cannot reasonably be cured completed within 10 daysthe thirty (30) day cure period, as determined by TxDOT, such additional the cure period of time shall be allowed extended up to ninety (90) days so long as may be reasonably necessary Grantor has commenced action to cure within the thirty (30) day cure period, and in Beneficiary's opinion, Grantor is proceeding to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure with due diligence. None of the foregoing shall be construed to completion; provided, however, that obligate Beneficiary to forebear in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT any other manner from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure Beneficiary may pursue any default, in the event of existence other rights or remedies which Beneficiary may have because of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary3.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Franchising Authority has reason to believe that Franchisee has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies this Renewal Franchise, except as excused by Force Majeure, the Franchising Authority shall notify Franchisee in writing, by certified mail, of the provision or provisions which the Franchising Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. Franchisee shall have ninety (90) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Franchising Authority in writing, contesting the Franchising Authority's assertion of default and providing such information or documentation as may be necessary to support Franchisee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch ninety (90) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. Franchisee shall report to the Franchising Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to Franchisee's efforts, indicating the steps taken by TxDOT, Franchisee to cure said default and reporting Franchisee's progress until such additional period default is cured. (c) In the event that (i) Franchisee fails to respond to such notice of time shall be allowed as may be reasonably necessary default; and/or (ii) Franchisee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required ninety (90) day period; the Franchising Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to Franchisee. Franchisee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Franchising Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Franchising Authority determines that Franchisee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Franchising Authority may determine to pursue any liability lawful remedy available to Maintenance Contractor and shall not entitle Maintenance Contractor it. (e) In the event that (i) the Franchising Authority fails to any other remedyissue a written reply within 30 days accepting or rejecting Franchisees' response pursuant to 9.7(a) above; (ii) the Franchising Authority fails to issue a written acknowledgement after Xxxxxxxxxx's notice that it cured said default pursuant to 9.7(b) above; and/or (iii) the Franchising Authority fails to schedule a public hearing no later than thirty (30) days of having sent a written notice consistent with Section 9.7(c) above and/or (iv) the Franchising authority fails to issue a written determination with thirty (30) days after the public hearing pursuant to Section 9.7(d) above , it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use then the issue of and access to said default against Franchisee by the Project. XxXXX’s good faith determination of the existence of such danger Franchising Authority shall be deemed conclusive in the absence of clear considered null and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting TSP and surety shall be entitled to 15 Days written notice and opportunity to cure any breach before a Maintenance Contractor TSP Event of Default is declared under clauses (b) through (d), f) and clauses clause (g) through (ij) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no 16.1.1. No such notice and or opportunity to cure is required for any Maintenance Contractor Default breach under clause (a) or for any breach which by its nature cannot be cured (which shall include the items described in clauses (e) through g), (f) h), (i), and clauses (jk) through (n)) of Section 12.116.1.1. With respect to any breach under clause (n). (b) , Section 17.2 shall apply. Failure to provide notice to surety shall not preclude the Joint Board from exercising its remedies against TSP. If a Maintenance Contractor Default breach is capable of cure but, by its nature, cannot be cured within 10 days15 Days, as determined by TxDOTthe Joint Board, such additional period of time shall be allowed as may be reasonably necessary to cure the default breach so long as Maintenance Contractor TSP commences such cure within such 1015-day Day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days Days in totaltotal unless the Joint Board, in its sole discretion, agrees in writing to extend such time. 12.2.2 Failure (b) With respect to provide notice to a breach declared under clause (l), the Surety Joint Board may declare an anticipatory breach under Section 16.5, in which case the provisions of Section 16.5 shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. apply. (c) Notwithstanding the provisions in this Section 12foregoing, TxDOT the Joint Board may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT the Joint Board believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance ContractorTSP’s cost, and so long as TxDOT the Joint Board undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Joint Board to any liability to Maintenance Contractor TSP and shall not entitle Maintenance Contractor TSP to any other remedy, it being acknowledged that TxDOT the Joint Board has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXThe Joint Board’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For If at any time during the purpose Term, as a result of XxXXX’s exercise any inspection by PJI, any analysis of remedies samples of Licensed Products or any other information coming to the attention of PJI, including without limitation, complaints from Restaurants being served by the Commissary, PJI determines that the Licensed Products or any Goods being supplied to Restaurants fail to conform to the quality standards of PJI as required under this Agreement, or that Licensee's operation of the Commissary is in any manner deficient to serve the needs for Licensed Products of any or all of the Restaurants in the Territory as required under this Agreement, PJI may notify Licensee of such default ("Operational Default") setting forth in reasonable detail the nature of the default and subject the steps Licensee must take to remedies that remedy such default and bring its operation into conformity with this Agreement, and the time period determined by PJI within which cure must be effected (an "Operational Default Notice"). Except as otherwise provided in this Section 12 expressly states may 10.(a), the cure period shall not be exercised before lapse of a less than 30 days. If cure cannot reasonably be effected within the specified cure period, Maintenance Contractor Licensee shall have be deemed to be in compliance with its obligations hereunder if Licensee commences remedial action within the following specified period and diligently pursues steps or actions necessary or appropriate to effect cure periods with respect of the Operational Default specified in the Operational Default Notice as soon as reasonably possible. In the case of any Operational Default which, in PJI's judgment, poses a threat or danger to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify an imminent hazard to the dangerous condition at Maintenance Contractor’s costhealth or safety of Commissary personnel, or other threat or danger of immediate and so long as TxDOT undertakes such action in good faithsubstantial harm to PJI's System and the goodwill associated therewith, even if under a mistaken belief PJI may require in the occurrence of Operational Default Notice that Licensee effect the required remedial measures immediately or stop distributing Licensed Products or other Goods affected by the Operational Default until such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT Operational Default has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrarybeen remedied.

Notice and Opportunity to Cure. 12.2.1 For Notwithstanding any other provision of this Deed of Trust, Beneficiary shall not accelerate the purpose maturity of XxXXX’s exercise one or more of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: Secured Obligations (a) Respecting because of a Maintenance Contractor Default under clauses monetary default (bdefined below) through unless the default is not cured within ten (d), and clauses (g10) through (i) days of Section 12.1, a period of 10 days after TxDOT the date on which Beneficiary mails or delivers to Maintenance Contractor written notice of the defaultdefault to Grantor, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). or (b) because of a nonmonetary default (defined below) unless the nonmonetary default is not cured within thirty (30) days of the date on which Beneficiary mails or delivers written notice of the default to Grantor. For purposes of this Deed of Trust, the term "monetary default" means a failure by Grantor to make any payment required of it pursuant to the Note or any other Loan Document, and the term "nonmonetary default" means a failure by Grantor or any other person or entity to perform any obligation contained in the Note or any other Loan Document, other than the obligation to make payments provided for in the Note or any other Loan Document. If a Maintenance Contractor Default nonmonetary default is capable of being cured and the cure but, by its nature, cannot reasonably be cured completed within 10 daysthe thirty (30) day cure period, as determined by TxDOT, such additional the cure period of time shall be allowed extended up to ninety (90) days so long as may be reasonably necessary Grantor has commenced action to cure within the thirty (30) day cure period, and in Beneficiary's opinion, Grantor is proceeding to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure with due diligence. None of the foregoing shall be construed to completion; provided, however, that obligate Beneficiary to forebear in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT any other manner from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure Beneficiary may pursue any default, in the event of existence other rights or remedies which Beneficiary may have because of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For Except in the purpose case of XxXXX’s exercise an Event of remedies Default as set forth in Section 26.03(c), IAT shall provide Delta notice of and subject an opportunity to remedies that this Section 12 expressly states may be exercised cure any default, before lapse the same becomes an Event of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor DefaultsDefault as follows: (a) Respecting Delta shall have 10 Business Days after receipt of notice from IAT of a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of default set forth in Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity 26.02 to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1)such default. (b) If Delta shall have 30 days after receipt of notice from IAT of a Maintenance Contractor Default is capable of default set forth in Section 26.03(a)-(b) and (d) to cure butsuch default, provided that, if a default set forth in Section 26.03 is, by its nature, cannot be incapable of being cured within 10 days30 days and Delta is at all times diligently attempting to cure such default (except to the extent prevented by any Force Majeure Event), as determined by TxDOT, Delta shall have such additional period of time shall be allowed as may be is reasonably necessary to cure effect the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; cure, provided, further, however, if a default by Delta hereunder (i) could reasonably be expected to constitute an “Event of Default” by IAT under the Port/IAT Lease, and the Port/IAT Lease provides a cure period that expires prior to the expiration of the applicable cure period available to Delta hereunder, or (ii) is in no event respect of Delta’s failure to perform its obligations under any Phase I IAT Project Construction Contract and such Phase I IAT Project Construction Contract provides a cure period (including any extended cure period provided to IAT thereunder) that expires prior to the expiration of the applicable cure period available to Delta hereunder (and Delta shall notify IAT of the applicable cure period under any such Phase I IAT Project Construction Contract), then in each case (x) Delta’s cure period shall expire three Business Days prior to the expiration of the cure period provided in the Port/IAT Lease or the Phase I IAT Project Construction Contract, as applicable, and (y) during such cure period exceed 60 days in total. 12.2.2 Failure Delta shall provide consultation rights to provide notice IAT with respect to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period steps being taken to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedyprovided, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access further, however, if the default is with respect to the Project. XxXXX’s good faith determination breach of a material representation or warranty, a cure by Delta shall require that Delta cause the applicable representation or warranty to be correct as made and when cured. (c) Delta shall have 35 days after receipt of notice from IAT of a default set forth in Section 26.03(e) to cure the applicable Delta 18A Default (as such term is defined in the Port/IAT Lease); provided that, pursuant to Section 25 of the existence Port/IAT Lease, IAT shall, if such Delta 18A Default has not been cured, request a meeting with the Port Authority to discuss the status of such danger Delta 18A Default and request a 60-day extension of the required period prior to which the Port Authority may deliver a Notice of Default pursuant to Section 25 of the Port/IAT Lease, which may be granted or withheld in the Port Authority’s sole discretion, and (i) if granted, Delta’s cure period shall be extended to the date that is 35 days into such 60-day extension period granted by the Port Authority, or (ii) if rejected by the Port Authority, an Event of Default shall be deemed conclusive to occur, and such procedures shall apply for each subsequent 60-day extension period, if any, granted by the Port Authority. (d) If Delta is at all times diligently attempting to obtain a Letter of Credit or Cash Deposit as required by Section 16.04, Delta shall have an additional fifteen (15) days after the expiration of the three (3) Business Day period provided in the absence Section 26.03(f) to cure such default either by obtaining a Letter of clear and convincing evidence to the contraryCredit from a relationship bank or utilizing Delta’s letter of credit capacity under its corporate revolving credit facility, or by posting cash from its balance sheet.

Notice and Opportunity to Cure. 12.2.1 For A. If an event occurs that would give Tenant or Landlord the purpose of XxXXX’s exercise of remedies right to terminate the Lease (“Default”), and subject to remedies that this Section 12 expressly states may be exercised before lapse if Tenant gives written notice of a cure periodDefault by Landlord to Landlord pursuant to the Lease, Maintenance Contractor then Tenant shall also give a duplicate copy (herein referred to as the “Notice”) of such notice to Mortgagee, in accordance with Section 7 of this Agreement. Tenant agrees that Mortgagee shall have the following cure periods with respect to right, but not the following Maintenance Contractor Defaults: obligation, within the time period specified in the Lease, plus an additional thirty (a30) Respecting days (or, if no time period is specified, a Maintenance Contractor Default under clauses (breasonable time, provided that the Mortgagee is diligently prosecuting the same) through (d), and clauses (g) through from the later of (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice the expiration of the defaultperiod allowed under the Lease for cure by Landlord, provided or (ii) the date Tenant has notified Mortgagee that no such notice and opportunity Landlord has failed to cure is required for such default within the period provided in the Lease to correct or remedy, or cause to be corrected or remedied, each such default before Tenant may take any Maintenance Contractor Default which action under the Lease by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) reason of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completiondefault; provided, however, that Mortgagee shall notify Tenant in accordance with Section 7 hereof within twenty (20) days after Mortgagee’s receipt of the Notice that Mortgagee intends to cure such Default; provided further, however, that if Mortgagee is entitled to cure a Default of Landlord pursuant to the foregoing provisions of this Section 5, then such cure period shall in no event shall exceed a period of one hundred eighty (180) days from the date on which Mortgagee receives notice of such cure period exceed 60 days in totalDefault. 12.2.2 Failure B. No notice given by Tenant to provide Landlord shall be effective as a notice under the Lease unless the applicable duplicate notice to the Surety Mortgagee which is required under subsection A hereof is given to Mortgagee in accordance with this Agreement. It is understood that any failure by Tenant to give such a duplicate notice to Mortgagee shall not be a default by Tenant either under this Agreement or under the Lease, but rather shall operate only to void the effectiveness of any such notice by Tenant to Landlord under the Lease. X. Xxxxxx agrees to accept performance by Mortgagee with the same force and effect as if the same were performed by Landlord, in accordance with the provisions and within the cure periods prescribed in the Lease (except that Mortgagee shall have such additional cure periods, not available to Landlord, as are set forth in Section 5(A) above). D. Except as specifically limited in the foregoing paragraphs, nothing herein shall preclude TxDOT Tenant from exercising any of its rights or remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT Landlord with respect to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to default by Landlord under the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryLease.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (no) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For Prior to instituting any action against the purpose Licensee under either Section 9.3 (Performance Bond) or Section 9.7 (Revocation of XxXXXLicense), the Issuing Authority shall notify the Licensee in writing by certified mail of the Licensee’s exercise alleged specific failure to comply with any of remedies the material terms and subject to remedies that conditions of this Section 12 expressly states Renewal License. The Licensee shall have thirty (30) days from receiving the notice, , or such longer time as may be exercised before lapse of a cure periodgranted by the Issuing Authority in its reasonable discretion, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults:in which to (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), respond to the Issuing Authority in writing contesting the Issuing Authority’s assertion of default and clauses (g) through (i) providing any information or documentation Licensee desires in support of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1).position; (b) If a Maintenance Contractor Default is capable cure the alleged default (and provide notice of cure butto the Issuing Authority), or, in the event that by its nature, nature the default cannot be cured within 10 thirty (30) days, to take reasonable steps to cure said alleged default and to diligently continue such efforts until the alleged default is cured. The Licensee shall report to the Issuing Authority in writing by certified mail at thirty (30) day intervals as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to the Licensee’s efforts to cure the alleged default. In the case of an alleged default so long measured on a monthly or quarterly basis (such as Maintenance Contractor commences customer service standards), Licensee’s cure period shall be no shorter than one such cure within such 10-day period period, and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such be longer than one quarter. The Town shall not proceed further if the matter is cured to the reasonable satisfaction of the Issuing Authority within the specified time period or the Licensee continues to make diligent progress toward a cure period exceed 60 days in totalto the reasonable satisfaction of the Issuing Authority. 12.2.2 Failure (c) at the Issuing Authority’s request, appear before representatives of the Town to provide notice discuss License’s plans to rectify such specific alleged failure. (d) In the event the Licensee (i) fails to respond to the Surety notice of default, (ii) fails to appear before the Issuing Authority as requested, and/or (iii) fails to cure the alleged default or take reasonable steps to cure the alleged default within thirty (30) days, or such longer period allowed by the Issuing Authority, the Issuing Authority may schedule a public hearing no sooner than fourteen (14) days advance written notice by certified mail. The Licensee shall not preclude TxDOT from exercising be provided a reasonable opportunity to offer evidence, question witnesses, if any and to be heard at the public hearing. (e) Within thirty (30) days after said public hearing, the Issuing Authority shall issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding If the provisions Issuing Authority determines the Licensee is in this Section 12default, TxDOT may, without notice and without awaiting lapse the Issuing Authority may determine to pursue any of the period remedies available to cure any default, in the event of existence of a condition on it under this Renewal License or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryapplicable law.

Notice and Opportunity to Cure. 12.2.1 For (a) Prior to exercising any remedies hereunder for a violation of any of the purpose covenants or provisions of XxXXX’s this Agreement, City shall give Developer notice of such default. Unless a different period is provided herein, if the default is reasonably capable of being cured within thirty (30) days, Developer shall have such period to accomplish a cure prior to exercise of remedies by City. Unless a different period is provided herein, if the default is such that it is not reasonably capable of being cured within thirty (30) days, and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: Developer (a) Respecting a Maintenance Contractor Default under clauses initiates corrective action within such 30-day period, and (b) through (d)diligently, continually, and clauses (g) through (i) of Section 12.1in good faith works to accomplish a cure as soon as possible, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which then Developer shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, have such additional period of time shall be allowed as may be is reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure prior to completionexercise of any remedies by City; provided, however, however that in no event shall City be precluded from exercising remedies (i) if the Property or Leasehold becomes or is about to become materially jeopardized by any failure to cure a default or (ii) as to Developer only, if the default is not cured within ninety (90) day after the first notice of default is given. (b) After Developer gives written notice to City that the Tax Credit Equity Investor has been admitted to Developer, City shall send to the Tax Credit Equity Investor a copy of all notices of default of Developer at the address for the Tax Credit Equity Investor as provided by written notice to City by Developer. The Tax Credit Equity Investor may take such action, including removing and replacing the general partner of Developer with a substitute general partner, who shall accomplish a cure within the cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions provided in this Section 129; provided, TxDOT may, without notice and without awaiting lapse of however that in no event shall City be precluded from exercising remedies (i) if the period Property or the Leasehold becomes or is about to become materially jeopardized by any failure to cure any defaulta default or (ii) as to period of ownership of Developer only, in if the event default is not cured within ninety (90) days after the first notice of existence of a condition on or affecting default is given. City agrees to accept cures tendered by the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify Tax Credit Equity Investor within the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrarycure periods provided herein.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults:‌ (a) Respecting a Maintenance Contractor Default In the event that the Franchising Authority has reason to believe that the Franchisee has defaulted in the performance of any or several provisions of this Renewal Franchise, except as excused by the Force Majeure, and prior to instituting any action against the Franchisee under clauses (bSection 9.3(Performance Bond) through (dor Section 9.7(Revocation), the Franchising Authority shall notify the Franchisee in writing, by certified mail, of the provision or provisions which the Franchising Authority believes may have been in default and clauses the details relating thereto. The Franchisee shall have sixty (g60) through days from the receipt of such notice to; (i) Respond to the Franchising Authority in writing, contesting the Franchising Authority’s assertion of Section 12.1, a period of 10 days after TxDOT delivers default and providing such information or documentation as maybe necessary to Maintenance Contractor support the Franchisee’s position; or (ii) Cure any such default (and provide written notice evidence of the defaultsame) or, provided in the event that no by nature of the default such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature default cannot be cured within such sixty (which 60) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. The Franchisee shall include report to the items described Franchising Authority, in clauses writing, by certified mail, at thirty (e30) through (f) day intervals as to the Franchisee’s efforts, indicating the steps taken by the Franchisee to cure said default and clauses (j) through (n) of Section 12.1)recording the Franchisee’s progress until such default is cured. (b) If a Maintenance Contractor Default is capable In the event that (i) the Franchisee fails to respond to such notice of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary default; and/or (ii) the Franchisee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required sixty (60) day period, the Franchising Authority or its designee shall promptly schedule a public hearing no sooner that fourteen (14) days after written notice, by certified mail, to the Franchisee. The Franchisee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure (c) Within thirty (30) days after said public hearing, the Franchising Authority shall issue a written determination of its findings. In the event that the Franchising Authority determines that the Franchisee is in default, the Franchising Authority may determine to provide notice pursue a lawful remedy available to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12it, TxDOT may, without notice and without awaiting lapse including revocation of the period Renewal Franchise pursuant to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.Section

Notice and Opportunity to Cure. 12.2.1 For the purpose (i) Landlord shall so notify in writing Tenant, all Investor Limited Partners as designated by Tenant and all Permitted Leasehold Mortgagees as designated by Tenant, each of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor whom shall have the following right to cure periods with respect such Event of Default, and (ii) Landlord shall not terminate this Lease for Tenant’s default unless and until Landlord has given the Investor Limited Partner and such Permitted Leasehold Mortgagee notice of such Event of Default and thirty (30) days in addition to any applicable cure period given Tenant in which to cure it. Notwithstanding the foregoing, Landlord shall have no obligation to provide any notice to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), Investor Limited Partner or to such Permitted Leasehold Mortgagee unless and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor until Tenant provides Landlord with written notice identifying such Investor Limited Partner and/or such Permitted Leasehold Mortgagee and providing the notice addresses for such parties. If an Event of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure butDefault, by its nature, cannot be reasonably cured within 10 thirty (30) days, as determined by TxDOT, the Investor Limited Partner and Permitted Leasehold Mortgagee shall have such additional period of time as it shall be allowed as may be reasonably necessary require to cure the default effect such cure, so long as Maintenance Contractor commences the Investor Limited Partner and such cure within Permitted Leasehold Mortgagee is proceeding with all due diligence to effect such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice cure. In addition to the Surety shall foregoing time periods with respect to such Permitted Leasehold Mortgagee, for any Event of Default that cannot preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, be cured without notice and without awaiting lapse possession of the period Property, Landlord shall allow such additional time as such Permitted Leasehold Mortgagee shall reasonably require to cure any defaultprosecute and complete a foreclosure, assignment or deed in lieu thereof or other proceeding in order to obtain such possession, including time to obtain relief from a bankruptcy stay in the event Tenant’s bankruptcy, of existence up to a maximum of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryadditional one hundred twenty (120) days.

Notice and Opportunity to Cure. 12.2.1 For 3.2.1. Whenever any party to this Agreement alleges a default by the purpose of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure periodother, Maintenance Contractor the party alleging the default shall have the following cure periods with respect provide written notice to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice other specifying the nature of the default, provided that no such notice default and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably actions necessary to cure the default. Subject to Unavoidable Delays, if the alleged default so long as Maintenance Contractor commences is not cured within thirty (30) days after the defaulting party’s receipt of such cure within such 10notice (the “Cure Period”), the non-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totaldefaulting party may take any one or more of the actions set forth below. 12.2.2 Failure 3.2.2. The non-defaulting party may suspend its performance under this Agreement until it receives assurances from the defaulting party that the defaulting party will cure its default and continue its performance under this Agreement. 3.2.3. The non-defaulting party may elect to provide notice take no such action, notwithstanding an Event of Default not having been cured within said thirty (30) day period, if the defaulting party provides the non-defaulting party with written assurances satisfactory to the Surety non-defaulting party that the Event of Default will be cured as soon as reasonably possible. No notice of such election by the non-defaulting party shall not preclude TxDOT from exercising its remedies against Maintenance Contractorbe required. 3.2.4. Following the Cure Period, the Parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement. Unless otherwise resolved, designated members of the City and PMF shall meet within thirty (30) days of the date of expiration of the Cure Period and shall use their commercially reasonable efforts to resolve such dispute, which includes the parties exchanging documents upon reasonable request. Notwithstanding any other provision herein to the contrary, neither party shall commence any litigation against the other with respect to a dispute that was the subject of a Default Notice as described herein unless such Party in good faith attempted to follow the escalation provisions described herein. 3.2.5. Should the parties be unable to resolve the dispute under Section 3.2.4, then the non-defaulting party may cancel and terminate this Agreement, or take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the defaulting party, including any actions to collect any payments due under this Agreement or to pursue any claims for monetary damages at law or to enforce performance and observance of any obligation, agreement, or covenant to the defaulting party under this Agreement. 3.2.6. Nothing in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger Agreement shall be deemed conclusive in to abrogate, terminate or otherwise limit the absence statutory provisions of clear and convincing evidence to the contrary§893.80, Wis. Stat.

Notice and Opportunity to Cure. 12.2.1 For the purpose (i) Landlord shall so notify in writing Tenant, all Investor Limited Partners as designated by Tenant and all Permitted Leasehold Mortgagees as designated by Tenant, each of XxXXX’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor whom shall have the following right to cure periods with respect such Event of Default, and (ii) Landlord shall not terminate this Lease for Tenant’s default unless and until Landlord has given the Investor Limited Partner and such Permitted Leasehold Mortgagee notice of such Event of Default and sixty (60) days in addition to any applicable cure period given Tenant in which to cure it. Notwithstanding the foregoing, Landlord shall have no obligation to provide any notice to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d), Investor Limited Partner or to such Permitted Leasehold Mortgagee unless and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor until Tenant provides Landlord with written notice identifying such Investor Limited Partner and/or such Permitted Leasehold Mortgagee and providing the notice addresses for such parties. If an Event of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure butDefault, by its nature, cannot be reasonably cured within 10 thirty (30) days, as determined by TxDOT, the Investor Limited Partner and Permitted Leasehold Mortgagee shall have such additional period of time as it shall be allowed as may be reasonably necessary require to cure the default effect such cure, so long as Maintenance Contractor commences the Investor Limited Partner and such cure within Permitted Leasehold Mortgagee is proceeding with all due diligence to effect such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice cure. In addition to the Surety shall foregoing time periods with respect to such Permitted Leasehold Mortgagee, for any Event of Default that cannot preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, be cured without notice and without awaiting lapse possession of the period Property, Landlord shall allow such additional time as such Permitted Leasehold Mortgagee shall reasonably require to cure any defaultprosecute and complete a foreclosure, assignment or deed in lieu thereof or other proceeding in order to obtain such possession, including time to obtain relief from a bankruptcy stay in the event Tenant’s bankruptcy, of existence up to a maximum of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contraryadditional one hundred twenty (120) days.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Franchising Authority has reason to believe that Franchisee has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies this Renewal Franchise, except as excused by Force Majeure, the Franchising Authority shall notify Franchisee in writing, by certified mail, of the provision or provisions which the Franchising Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. Franchisee shall have ninety (90) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Franchising Authority in writing, contesting the Franchising Authority's assertion of default and providing such information or documentation as may be necessary to support Franchisee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch ninety (90) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. Franchisee shall report to the Franchising Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to Franchisee's efforts, indicating the steps taken by TxDOT, Franchisee to cure said default and reporting Franchisee's progress until such additional period default is cured. (c) In the event that (i) Franchisee fails to respond to such notice of time shall be allowed as may be reasonably necessary default; and/or (ii) Franchisee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required ninety (90) day period; the Franchising Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to Franchisee. Franchisee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Franchising Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Franchising Authority determines that Franchisee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Franchising Authority may determine to pursue any liability lawful remedy available to Maintenance Contractor and shall not entitle Maintenance Contractor it. (e) In the event that (i) the Franchising Authority fails to any other remedyissue a written reply within 30 days accepting or rejecting Franchisees' response pursuant to 9.7(a) above; (ii) the Franchising Authority fails to issue a written acknowledgement after Franchisee's notice that it cured said default pursuant to 9.7(b) above; and/or (iii) the Franchising Authority fails to schedule a public hearing no later than thirty (30) days of having sent a written notice consistent with Section 9.7(c) above and/or (iv) the Franchising authority fails to issue a written determination with thirty (30) days after the public hearing pursuant to Section 9.7(d) above , it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use then the issue of and access to said default against Franchisee by the Project. XxXXX’s good faith determination of the existence of such danger Franchising Authority shall be deemed conclusive in the absence of clear considered null and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that the Issuing Authority has reason to believe that the Licensee has defaulted in the performance of XxXXX’s exercise any or several provisions of remedies this Renewal License, except as excused by Force Majeure, the Issuing Authority shall notify the Licensee in writing, by certified mail, of the provision or provisions which the Issuing Authority believes may have been in default and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor the details relating thereto. The Licensee shall have thirty (30) days from the following cure periods with respect to the following Maintenance Contractor Defaultsreceipt of such notice to: (a) Respecting a Maintenance Contractor Default under clauses respond to the Issuing Authority in writing, contesting the Issuing Authority's assertion of default and providing such information or documentation as may be necessary to support the Licensee's position; or (b) through cure any such default (dand provide written evidence of the same), and clauses (g) through (i) of Section 12.1or, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice in the event that by nature of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, default cannot be cured within 10 dayssuch thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured. The Licensee shall report to the Issuing Authority, in writing, by certified mail, at forty-five (45) day intervals as determined to the Licensee's efforts, indicating the steps taken by TxDOT, the Licensee to cure said default and reporting the Licensee's progress until such additional period default is cured. (c) In the event that (i) the Licensee fails to respond to such notice of time shall be allowed as may be reasonably necessary default; and/or (ii) the Licensee fails to cure the default so long as Maintenance Contractor commences or to take reasonable steps to cure the default within the required forty-five (45) day period; the Issuing Authority or its designee shall promptly schedule a public hearing no sooner than fourteen (14) days after written notice, by certified mail, to the Licensee. The Licensee shall be provided reasonable opportunity to offer evidence, question witnesses, if any, and be heard at such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in totalpublic hearing. 12.2.2 Failure to provide notice to (d) Within thirty (30) days after said public hearing, the Surety Issuing Authority shall not preclude TxDOT from exercising issue a written determination of its remedies against Maintenance Contractorfindings. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on or affecting that the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify Issuing Authority determines that the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action Licensee is in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT the Issuing Authority may determine to pursue any liability lawful remedy available to Maintenance Contractor and shall not entitle Maintenance Contractor it. (e) In the event that (i) the Issuing Authority fails to any other remedyissue a written reply within 30 days accepting or rejecting Licensees' response pursuant to 9.8(a) above; (ii) the Issuing Authority fails to issue a written acknowledgement after Licensee's notice that it cured said default pursuant to 9.8(b) above; and/or (iii) the Issuing Authority fails to schedule a public hearing no later than thirty (30) days of having sent a written notice consistent with Section 9.8(c) above and/or (iv) the Issuing authority fails to issue a written determination with thirty (30) days after the public hearing pursuant to Section 9.8(d) above , it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use then the issue of and access to said default against the Project. XxXXX’s good faith determination of Licensee by the existence of such danger Issuing Authority shall be deemed conclusive in the absence of clear considered null and convincing evidence to the contraryvoid.

Notice and Opportunity to Cure. 12.2.1 For the purpose of XxXXXTxDOT’s exercise of remedies and subject to remedies that this Section 12 expressly states may be exercised before lapse of a cure period, Maintenance Contractor shall have the following cure periods with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (a) of Section 12.1,the same cure period, if any, as is available under the Design-Build Agreement; (b) Respecting a Maintenance Contractor Default under clauses (b) through (d), and clauses (g) through (ij) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through and (f) and clauses (jk) through (n) of Section 12.1). (bc) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure to provide notice to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractor. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXXTxDOT’s good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary.

Notice and Opportunity to Cure. 12.2.1 For In the purpose event that CSC shall be in ------------------------------ default of XxXXX’s exercise any material obligations arising out of remedies this Agreement, TADA and/or FBA shall provide written notice to CSC of the condition(s) constituting default and subject will indicate a reasonable time period within which TADA and/or FBA requires CSC to remedies that this Section 12 expressly states may be exercised before lapse cure such condition(s). Upon the occurrence of a condition constituting default, and after receipt of notice from TADA and/or FBA, if CSC believes that the condition(s) cannot be corrected within the time set forth by TADA and/or FBA, and if CSC, through a diligent, ongoing, and conscientious effort to correct the default believes that the cure periodwill take longer that the time set forth by TADA and/or FBA, Maintenance Contractor then CSC shall submit a plan for review by FBA and/or TADA. FBA and/or TADA have the option to approve the plan, in which instance they will not exercise their remedies hereunder as long as CSC takes diligent , ongoing and conscientious actions to cure the default. If FBA and/or TADA disapprove CSC's plan, then FBA and/or TADA will identify corrective action necessary to be taken and the time period within which such corrective actions must be taken. If, after receipt of the required corrective action and required time period from TADA and/or FBA, CSC should fail or refuse, for any reason, to timely take the corrective actions required by TADA and/or FBA, then the Facility Use Agreement and the Subcontract shall be immediately terminated. Thereafter, TADA and/or FBA may without the necessity of additional notice or demand to CSC, and without releasing CSC from any obligation, covenant or condition, make, perform, observe, take or do whatever necessary to protects its rights and interest. Under such circumstances, the exclusive right to utilize the TCCY Facility shall immediately revert back to FBA, and all rights granted to CSC under the Subcontract shall immediately revert back to TADA. In the event of such a default termination, TADA shall have an absolute right to take regain possession of and use all of Assets, and all other assets and resources being used at the following cure periods time of the default termination by CSC to operate and maintain the TCCY Facility, either itself or by way of a substitute operator, and to fulfill its obligations under the Cooperative Endeavor Agreement, Management Services Agreement and the City Assignment. This right shall include without limitation, any contractual right with respect to the following Maintenance Contractor Defaults: (a) Respecting a Maintenance Contractor Default under clauses (b) through (d)employees of CSC. Notwithstanding the foregoing, and clauses (g) through (i) of Section 12.1, a period of 10 days after TxDOT delivers to Maintenance Contractor written notice of the default, provided that no such notice and opportunity to cure is required for any Maintenance Contractor Default which by its nature cannot be cured (which shall include the items described in clauses (e) through (f) and clauses (j) through (n) of Section 12.1). (b) If a Maintenance Contractor Default is capable of cure but, by its nature, cannot be cured within 10 days, as determined by TxDOT, such additional period of time shall be allowed as may be reasonably necessary to cure the default so long as Maintenance Contractor commences such cure within such 10-day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 days in total. 12.2.2 Failure a default termination or subsequent actions taken by TADA and/or FBA to provide notice mitigate their damages limit any rights of TADA or FBA to the Surety shall not preclude TxDOT from exercising its remedies against Maintenance Contractorseek compensation or bring an action to recover all damages. Notwithstanding the provisions in this Section 12, TxDOT may, without notice and without awaiting lapse of the period to cure any default, in In the event of existence of a condition on bankruptcy, reorganization, debt arrangement moratorium, proceeding under any bankruptcy or affecting the Project which TxDOT believes poses an immediate and imminent danger to public health insolvency law, or safetydissolution or liquidation proceeding is instituted by or against CSC, rectify the dangerous condition at Maintenance Contractor’s cost, and so long as TxDOT undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose TxDOT to any liability to Maintenance Contractor and shall not entitle Maintenance Contractor to any other remedy, it being acknowledged that TxDOT has a paramount public interest in providing and maintaining safe public use of and access to the Project. XxXXX’s good faith determination of the existence of such danger this Agreement shall be deemed conclusive in the absence of clear reviewed immediately and convincing evidence determination made as to the contrarycontinue this Agreement or modify this Agreement to ensure that FBA and TADA are not liable for CSC's debt.