Third Party Commitment to Finance Sample Clauses

Third Party Commitment to Finance. If in connection with a Development Acceleration Notice, MDLP obtains a term sheet or written evidence of a provisional commitment (a “Loan Commitment”) from a third party lender proposing to provide financing at market rates and upon commercially reasonable terms and conditions (including but not limited to loan to value ratios and debt service ratios) to finance the development of a particular Office/Hotel Component, phase or sub-Component thereof, as applicable, prior to the earlier of the applicable date set forth in Section 10.2 or the actual date of the Take Down of such Office/Hotel Component or sub-Component thereof, then MDLP shall provide a written notice (a “Loan Commitment Notice”) to the MC Partners of such fact. The Loan Commitment shall be non-recourse and shall not require that an entity guaranty the obligations of the borrower thereunder or, if recourse or a guaranty or guaranties shall be required, such recourse and/or guaranty or guaranties shall be the obligation of MDLP or its Affiliates, but not of the MC Partners or their Affiliate(s). The Loan Commitment Notice shall be accompanied by a description of the applicable Office/Hotel Component, phase or sub-Component thereof, as applicable, that is the subject of the Loan Commitment, a copy of the Loan Commitment and a proposed date of the Take Down of the applicable Office/Hotel Component, phase or sub-Component thereof, as applicable. The MC Partners shall have thirty (30) days after receipt of a Loan Commitment or Loan Commitment Notice to elect, by written notice to MDLP, to proceed with the Take Down, on the date specified in the Loan Commitment Notice and have the Office/Hotel Component Owner negotiate and execute the loan documents pursuant to the Loan Commitment. If the MC Partners provide a written notice of such election to proceed, then the Take Down shall occur on the date specified in the Loan Commitment Notice (but in no event shall such issuance, conveyance or assignment of Partnership Interests occur prior to the date of loan closing) and the MC Partners shall negotiate and execute the loan documents pursuant to the Loan Commitment; provided, however, that if the loan fails to close through no fault of the MC Partners, the MC Partners shall have no obligation to Take Down such Office/Hotel Component or sub-Component thereof nor commence development of the applicable Office/Hotel Component, phase or sub-Component thereof, as a result of the delivery of such Development Acc...