Common use of Requirements Regarding Exercise of Remedies Clause in Contracts

Requirements Regarding Exercise of Remedies. Each Secured Credit Party shall be entitled to declare an Acceleration Event and Exercise Remedies against any of the Company Group or with respect to the Collateral in accordance with the terms of its Facility Agreement subject to compliance with each of the following conditions: 4.3.1 such Secured Credit Party shall give written notice to the other Secured Credit Parties of the matter which constitutes a default by or with respect to any of the Company Group which would, but for the provisions of this Agreement, permit such Secured Credit Party to declare an Acceleration Event or Exercise Remedies. 4.3.2 each Secured Credit Party shall be subject to the Standstill Period commencing upon the date such notice is given, and until such Standstill Period shall have expired, no Secured Credit Party shall Exercise Remedies against any of the Company Group or with respect to the Collateral, except that if such Acceleration Event is declared prior to Substantial Completion, the Controlling Party may direct the Intercreditor Agent with respect to the enforcement of rights in respect of the Assigned Agreements (as defined in the Security Agreement), and the taking of protective action with respect to the Company Group or the Collateral; 4.3.3 no Secured Credit Party shall be entitled to initiate or join as a petitioning creditor in an involuntary proceeding against the Company or any Affiliate of the Company until ten (10) days after the expiration of the Standstill Period; 4.3.4 notwithstanding the expiration of the applicable Standstill Period and the entitlement of each Secured Credit Party to Exercise Remedies against any of the Company Group or with respect to the Collateral securing the Facility of such Secured Credit Party, each Secured Credit Party agrees to reinstate its Facility and to recommence funding thereunder if, prior to the completion of the first foreclosure permitted hereunder, (a) all Events of Default either (i) are cured in accordance with the terms of the applicable governing document within 30 days after the declaration thereof or (ii) are waived pursuant to Section 3.3 hereof (b) do not involve an Event of Default pursuant to Section 8.6 or 8.7 of the Bank Credit Agreement in respect of the Company and (c) the Indebtedness under the relevant Facility has not been accelerated. With respect to the Bank Credit Facility, the foregoing obligation to reinstate its lending commitment shall apply to the Term A Loan Commitment (as defined in the Bank Credit Agreement) and the Term B Loan Commitment (as defined in the Bank Credit Agreement) and not to the Revolving Loan Commitment (as defined in the Bank Credit Agreement). 4.3.5 upon expiration of the Standstill Period, each Secured Credit Party shall be entitled to Exercise Remedies against any of the Company Group or with respect to the Collateral, provided that: (a) if any Senior Lender(s) shall accelerate the Indebtedness under the corresponding Facility of such Senior Lender(s), then concurrently therewith or thereafter the agent under the corresponding Facility of such Senior Lender(s) shall provide the Mortgage Notes Indenture Trustee with (i) notice of such acceleration and (ii) at least ten (10) days notice of the intent of such Senior Lenders to file any Notice of Default; and (b) concurrently with any foreclosure by the Mortgage Notes Indenture Trustee under any Mortgage Notes Indenture Deed of Trust, all Obligations under the Facilities of the Senior Lenders must be paid in full. 4.3.6 if a Secured Credit Party has the right to Exercise Remedies in accordance with the foregoing provisions of this Section 4.3, such exercise of remedies under the Related Collateral Agreements shall only be made in accordance with Section 4.4.1 below.

Requirements Regarding Exercise of Remedies. Each Secured 4.6.1 Prior to Mall Release Date. Prior to the Mall Release Date, in the event a Disbursement Agreement Default has occurred and is continuing, and not cured or waived in accordance with Section 4.4 above, then upon expiration of the Standstill Period applicable thereto, each Credit Party shall be entitled to declare an Acceleration Event and may Exercise Remedies against any of the Company Group or with respect to the Collateral in accordance with securing the Facility of such Credit Party, to the extent and on the terms of its and conditions provided for in the applicable Facility Agreement subject to compliance with each of the following conditionsAgreement, except that: 4.3.1 such Secured Credit Party shall give written notice to the other Secured Credit Parties of the matter which constitutes a default by or with respect to any of the Company Group which would, but for the provisions of this Agreement, permit such Secured Credit Party to declare an Acceleration Event or Exercise Remedies. 4.3.2 each Secured 4.6.1.1 No Credit Party shall be subject entitled to the Standstill Period commencing complete a foreclosure against or other realization upon the date such notice is givenCollateral, and until such Standstill Period shall have expired, no Secured Credit Party shall Exercise Remedies or to enforce a judgment against any of the Company Group or Group, earlier than the earliest date for such Secured Credit Party following the expiration of the applicable time period provided for on Exhibit A attached hereto and incorporated herein by reference (for each such Credit Party, its "Earliest Realization Date"). Such Earliest Realization Dates shall be tolled and/or extended for any period of time for which an injunction and/or stay is in effect. Notwithstanding the foregoing provisions of this Section 4.6.1.1, if two Secured Credit Parties hold pari passu liens on any Shared Collateral but are subject to different Earliest Realization Dates, then the Secured Credit Party with the later Earliest Realization Date may share in any proceeds from a foreclosure sale with respect to such Shared Collateral (but no other Collateral) that is effected in accordance with Exhibit A and the Collateralother provisions of this Agreement by the Secured Credit Party with the earlier Earliest Realization Date; provided, except however, that if such Acceleration Event is declared the foregoing provisions of this sentence shall not be construed as permitting the Secured Credit Party with the later Earliest Realization Date to effect a foreclosure sale prior to Substantial Completion, the Controlling Party may direct the Intercreditor Agent its respective Earliest Realization Date with respect to any other Collateral (or to share in any proceeds received by the enforcement of rights in respect of Secured Credit Party with the Assigned Agreements (as defined in the Security Agreement), and the taking of protective action Earliest Realization Date through foreclosure with respect to the Company Group or the any other Collateral;). 4.3.3 no Secured 4.6.1.2 No Credit Party shall be entitled to initiate or join as a petitioning creditor in an involuntary proceeding in bankruptcy against the Company or against any Affiliate of the Company until ten (10) days after the expiration of the Standstill Period;. 4.3.4 notwithstanding 4.6.1.3 Notwithstanding the expiration of the applicable Standstill Period and the entitlement of each Secured Credit Party to Exercise Remedies against any of the Company Group or with respect to the Collateral securing the Facility of such Secured Credit Party, each Secured Credit Party agrees to reinstate its Facility and to recommence funding thereunder if, prior to the completion of the first foreclosure permitted hereunder, (a) all Events of Default Disbursement Agreement Defaults either (i) are cured in accordance with the terms applicable provisions of the applicable governing document within 30 days after the declaration thereof Disbursement Agreement, or (ii) are waived by the Bank Agent and the Interim Mall Lender pursuant to Section 3.3 hereof (b) do not involve an Event of Default pursuant to Section 8.6 or 8.7 of 4.4 hereof, whereupon the Bank Credit Agreement time periods set forth in respect of the Company and (c) the Indebtedness under the relevant Facility has not been accelerated. With Exhibit A shall be reinstated with respect to the Bank Credit Facility, the foregoing obligation to reinstate its lending commitment shall apply to the Term A Loan Commitment (as defined in the Bank Credit Agreement) and the Term B Loan Commitment (as defined in the Bank Credit Agreement) and not to the Revolving Loan Commitment (as defined in the Bank Credit Agreement)any subsequent default. 4.3.5 upon expiration of the Standstill Period, each 4.6.1.4 A Secured Credit Party shall be entitled to Exercise Remedies against any of the Company Group or with respect to the Collateral, provided that: (a) if any Senior Lender(s) shall accelerate the Indebtedness under the corresponding Facility of such Senior Lender(s), then concurrently therewith or thereafter the agent under the corresponding Facility of such Senior Lender(s) shall provide the Mortgage Notes Indenture Trustee with (i) notice of such acceleration and (ii) at least ten (10) days notice of the intent of such Senior Lenders to file any Notice of Default; and (b) concurrently with any foreclosure by the Mortgage Notes Indenture Trustee under any Mortgage Notes Indenture Deed of Trust, all Obligations under the Facilities of the Senior Lenders must be paid in full. 4.3.6 if a Secured Credit Party has only have the right to Exercise Remedies in accordance with the foregoing provisions of this Section 4.3, such exercise of remedies 4.6.1 under the Related Collateral Agreements shall only be made in accordance with Section 4.4.1 4.7.1 below.

Requirements Regarding Exercise of Remedies. Each Secured Credit Party shall be entitled to declare an Acceleration Event and Exercise Remedies against any of the Company Group or with respect to the Collateral in accordance with the terms of its Facility Agreement subject to compliance with each of the following conditions: 4.3.1 such Secured Credit Party shall give written notice to the other Secured Credit Parties of the matter which constitutes a default by or with respect to any of the Company Group which would, but for the provisions of this Agreement, permit such Secured Credit Party to declare an Acceleration Event or Exercise Remedies. 4.3.2 each Secured Credit Party shall be subject to the Standstill Period commencing upon the date such notice is given, and until such Standstill Period shall have expired, no Secured Credit Party shall Exercise Remedies against any of the Company Group or with respect to the Collateral, except that if such Acceleration Event is declared prior to Substantial Phase 1A Completion, the Controlling Party may direct the Intercreditor Agent with respect to the enforcement of rights in respect of against the Assigned Agreements (as defined in the Security Agreement)Shared Collateral, and the taking of protective action with respect to the Company Group or the Collateral; 4.3.3 no Secured Credit Party shall be entitled to initiate or join as a petitioning creditor in an involuntary proceeding against the Company or any Affiliate of the Company until ten (10) days after the expiration of the Standstill Period; 4.3.4 notwithstanding the expiration of the applicable Standstill Period and the entitlement of each Secured Credit Party to Exercise Remedies against any of the Company Group or with respect to the Collateral securing the Facility of such Secured Credit Party, each Secured Credit Party agrees to reinstate its Facility and to recommence funding thereunder if, prior to the completion of the first foreclosure permitted hereunder, (a) all Events of Default either (i) are cured in accordance with the terms of the applicable governing document within 30 days after the declaration thereof or (ii) are waived pursuant to Section SECTION 3.3 hereof (b) do not involve an Event of Default pursuant to Section SECTION 8.6 or OR 8.7 of the Bank Credit Agreement in respect of the Company and (c) the Indebtedness under the relevant Facility has not been accelerated. With respect to the Bank Credit Facility, the foregoing obligation to reinstate its lending commitment shall apply to the Term A Loan Commitment (as defined in the Bank Credit Agreement) and the Term B Loan Commitment (as defined in the Bank Credit Agreement) and not to the Revolving Loan Commitment (as defined in the Bank Credit Agreement). 4.3.5 upon expiration of the Standstill Period, each Secured Credit Party shall be entitled to Exercise Remedies against any of the Company Group or with respect to the Collateral, provided PROVIDED that: (a) if any Senior Lender(s) shall accelerate the Indebtedness under the corresponding Facility of such Senior Lender(s), then concurrently therewith or thereafter the agent under the corresponding Facility of such Senior Lender(s) shall provide the Mortgage Notes Indenture Trustee with (i) notice of such acceleration and (ii) at least ten (10) days notice of the intent of such Senior Lenders to file any Notice of Default; and (b) concurrently with any foreclosure by the Mortgage Notes Indenture Trustee under any the Mortgage Notes Indenture Deed of Trust, all Obligations under the Facilities of the Senior Lenders must be paid in full. 4.3.6 if a Secured Credit Party has the right to Exercise Remedies in accordance with the foregoing provisions of this Section SECTION 4.3, such exercise of remedies under the Related Collateral Agreements shall only be made in accordance with Section SECTION 4.4.1 below.