RecDoc 2019-047057 Subordination Agmt

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3.2 Notice and Cure Rights. (a) Notice and Cure Rights of City. HIP agrees that concurrently with HIP's provision of any notice of default (including without limitation any Default Notice) to Borrower under the HIP Loan Documents, HIP shall provide a copy of such notice to City at the address specified below. HIP agrees that City shall have the right to cure any default of Borrower within the same period of time provided to Borrower under the HIP Loan Documents, extended by a period of ninety (90) days ("City Cure Period"). HIP further agrees that it shall not complete a Foreclosure Remedy unless and until City has first been given a Default Notice, and City has failed to cure the Noticed Defaults within the City Cure Period or such longer period provided pursuant to this Section; provided, however, that HIP shall be entitled during the City Cure Period to continue to pursue all of its rights and remedies under the HIP Loan Documents, including but not limited to acceleration of the HIP Note (subject to the de -acceleration provisions set forth below), commencement and pursuit of foreclosure (but not completion of the foreclosure sale), any guaranty (subject to any notice and cure provisions contained therein), and/or any other HIP Loan Document. It is the express intent of the parties hereunder that HIP shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to City for failure to provide notice to City, and that the HIP's liability hereunder shall be expressly limited to actual damages to City directly caused by the HIP's completion of a Foreclosure Remedy without City receiving the notice and opportunity to cure described above. Except as specifically provided herein, or otherwise agreed in writing, HIP's failure to give any such notice for any reason shall not act to impair or waive any remedy or right of HIP under this Subordination Agreement or any of the Loan Documents. (b) Notice and Cure Rights of HIP. City agrees that concurrently with City's provision of any notice of default (including without limitation any Default Notice) to Borrower under the City Loan Documents, City shall provide a copy of such notice to HIP at the address specified below. City agrees that HIP shall have the right to cure any default of Borrower within the same period of time provided to Borrower under the City Loan Documents. City agrees that it shall not complete a Foreclosure Remedy unless and until HIP has first been given a Default Notice, and HIP has failed to cure the Noticed Defaults with the cure period specified in this Paragraph; provided, however, that City shall be entitled during such cure period to continue to pursue all of its rights and remedies under City Loan Documents including but not limited to acceleration of the City Note (subject to the de -acceleration provisions set forth below), commencement and pursuit of foreclosure (but not completion of the foreclosure sale), any guaranty (subject to any notice and cure provisions contained therein), and/or any other City Loan Document. It is the express intent of the parties hereunder that City shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to HIP for failure to provide notice to HIP, and that the City's liability hereunder shall be expressly limited to actual damages to HIP directly caused by the City's completion of a Foreclosure Remedy without HIP receiving the notice and opportunity to cure described above. Except as specifically provided herein, or otherwise agreed in writing, Citys failure to give any such notice for any reason shall not act to impair or waive any remedy or right of City under this Subordination Agreement or any of the City Loan Documents. 3.3 Exercise of Cure Rights. With respect to the exercise of the cure rights provided in Section 3.2 above, the following shall apply: (a) Each Notice Party, whether HIP or City, shall have the right, but not the obligation, to elect to cure the Noticed Defaults by giving the Defaulted Lender written notice of its intention to cure the Noticed Defaults within the applicable cure period specked in Section 3.2 above and thereafter curing all Noticed Defaults within such cure period. (b) If a cure of all the Noticed Defaults is completed within the applicable cure period, the Defaulted Lender will rescind any notice of default recorded and request dismissal of any receiver who has been appointed, after reimbursement of all of Defaulted Lender's costs, including, without limitation, reasonable attorneys' fees and costs. (c) Following the timely cure of all Noticed Defaults by a Notice Party, the Defaulted Lender will not exercise its right to accelerate (or will de -accelerate) the amounts due under the Page 3 of 8 REV: 05-29-19 VR ATTY/AGR.2019.158/Redwood Oaks Associates 11 LP - HIP—City-Sponsor Subordination