Common use of No Cross Default Clause in Contracts

No Cross Default. CRA/LA hereby acknowledges that: In the event the Subarea A Assignee defaults on any of the obligations assigned under the Subarea A Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event the Subarea B-1 Assignee defaults on any of the obligations assigned under the Subarea B-1 Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event the Subarea C Assignee defaults on any of the obligations assigned under the Subarea C Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event Developer defaults on any obligations relating to Subarea D, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests.

No Cross Default. CRA/LA hereby acknowledges that: In the event the Subarea A Assignee defaults on any 7.6.4.1 Where a portion of the Property has been transferred in accordance with the Assignment provisions of this Agreement and notice of default has been given by CITY to an Assignee, (i) neither LANDOWNER nor any non-defaulting Assignee shall be liable for the default of that Assignee, (ii) the rights of LANDOWNER and non-defaulting Assignees under this Agreement shall not be affected by the default of that Assignee, and (iii) CITY shall not be in default or otherwise liable to LANDOWNER or a non-defaulting Assignee because of CITY’s action to declare a default. In no event shall a default of an Assignee of a portion of the Property prevent LANDOWNER or non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement. In no event shall a default of LANDOWNER prevent Amended and Restated Railyards Development Agreement Revision Date: 10-21-2016 non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement. 7.6.4.2 Where a portion of the Property has been transferred in accordance with the Assignment provisions of this Agreement and written notice of default has been given by CITY to LANDOWNER, (i) no non-defaulting Assignee shall be liable for the default of LANDOWNER, (ii) the rights of non-defaulting Assignees under this Agreement shall not be affected by the default of LANDOWNER and (ii) CITY shall not be in default or otherwise liable to non-defaulting Assignees because of CITY’s action to declare a default. In no event shall a default of LANDOWNER prevent non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement. 7.6.4.3 Notwithstanding Section 7.5, if the CITY certifies to the non-defaulting Parties and Assignees that the default of a defaulting Party or Assignee would prevent or impede the CITY’s performance of its obligations assigned to the non-defaulting Parties and Assignees under the Subarea A Assignmentthis Agreement, then CRA/LA the parties shall have no bear their own attorneys’ fees, costs, expenses, and disbursements in connection with any arbitration, quasi-judicial, administrative, or judicial proceeding (including appeals), brought by any Party or Assignee to enforce or interpret any covenant or rights or remedies against of a Party or Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvementsunder this Agreement, including without limitation, any of the Assigned Interests. In the event the Subarea B-1 Assignee defaults on any of the obligations assigned under the Subarea B-1 Assignment, then CRA/LA shall have no rights action for declaratory or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event the Subarea C Assignee defaults on any of the obligations assigned under the Subarea C Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event Developer defaults on any obligations relating to Subarea D, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interestsequitable relief.

No Cross Default. CRA/LA hereby acknowledges that: In the event the Subarea A Assignee defaults on any Where a portion of the obligations assigned Property has been transferred in accordance with the Assignment provisions of this Agreement and notice of default has been given by CITY to an Assignee, (i) neither LANDOWNER nor any non- defaulting Assignee shall be liable for the default of that Assignee, (ii) the rights of LANDOWNER and non-defaulting Assignees under this Agreement shall not be affected by the Subarea A Assignmentdefault of that Assignee, then CRA/LA and (ii) CITY shall not be in default or otherwise liable to LANDOWNER or a non-defaulting Assignee for the CITY’s action to declare a default. In no event shall a default of an Assignee of a portion of the Property prevent LANDOWNER or non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement. In no event shall a default of LANDOWNER prevent non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment Railyards Development Agreement Revision Date: 12-05-07 and Assumption Agreement. Notwithstanding the foregoing, CITY, in the reasonable exercise of its discretion, shall have no rights or remedies against Assignee or the Property andright, following notice and hearing, to the extent that such a default would entitle CRA/LA to terminate the OPAthis Agreement, then CRA/LA shall have no right to terminate the OPA as to the extent it relates LANDOWNER and the non-defaulting Assignees, for CITY’s convenience if CITY certifies to Subarea B-2 or LANDOWNER and any non-defaulting Assignees that the Subarea B-2 Improvements, including without limitation, any default of the Assigned Interests. In the event the Subarea B-1 defaulting Assignee defaults on any prevents in a material manner CITY’s performance of the its obligations assigned to LANDOWNER and non-defaulting Assignees under the Subarea B-1 Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event the Subarea C Assignee defaults on any of the obligations assigned under the Subarea C Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event Developer defaults on any obligations relating to Subarea D, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Intereststhis Agreement.

No Cross Default. CRA/LA hereby acknowledges that: In the event the Subarea A Assignee defaults on any Where a portion of the obligations assigned Property has been transferred in accordance with the Assignment provisions of this Agreement and notice of default has been given by CITY to an Assignee: (i) neither LANDOWNER nor any non-defaulting Assignee shall be liable for the default of that Assignee; (ii) the rights of LANDOWNER and non-defaulting Assignees under this Agreement shall not be affected by the Subarea A Assignmentdefault of that Assignee; and (ii) CITY shall not be in default or otherwise liable to LANDOWNER or a non-defaulting Assignee for the CITY’s action to declare a default. In no event shall a default of an Assignee of a portion of the Property prevent LANDOWNER or non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement, then CRA/LA except as specified herein. In no event shall a default of LANDOWNER prevent non-defaulting Assignees from receiving Building Permits and Subsequent Approvals for the remainder of the Property pursuant to the terms of the Assignment and Assumption Agreement, except as specified herein. Notwithstanding the foregoing, CITY, in its sole discretion, shall have no rights or remedies against Assignee or the Property andright, following notice and hearing, to the extent that such a default would entitle CRA/LA terminate this Agreement, as to terminate the OPAsome or all non-defaulting Parties and Assignees, then CRA/LA shall have no right to terminate the OPA for CITY’s convenience, if CITY certifies to the extent it relates to Subarea B-2 or non-defaulting Parties and Assignees that the Subarea B-2 Improvements, including without limitation, any default of the Assigned Interests. In the event the Subarea B-1 defaulting Party or Assignee defaults on any would prevent or impede CITY’s performance of the its obligations assigned under the Subarea B-1 Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event the Subarea C Assignee defaults on any of the obligations assigned non- defaulting Parties and Assignees under the Subarea C Assignment, then CRA/LA shall have no rights or remedies against Assignee or the Property and, to the extent that such a default would entitle CRA/LA to terminate the OPA, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Interests. In the event Developer defaults on any obligations relating to Subarea D, then CRA/LA shall have no right to terminate the OPA to the extent it relates to Subarea B-2 or the Subarea B-2 Improvements, including without limitation, any of the Assigned Intereststhis Agreement.