Agmt 2007 Estabrook Senior Housing LP etc

Home

or this Agreement. The Agency or City will promptly notify Developer of any such claim, action or proceeding, and will cooperate fully in the defense. The Agency and City may, within the unlimited discretion of each, participate in the defense of any such claim, action or proceeding, and if the Agency and/or City chooses to do so, Developer shall reimburse Agency and/or City for reasonable attorneys' fees and expenses incurred. 12.19 Investor Limited Partner Provisions. City and Agency agree to the following provisions for the benefit of Borrower's investor limited partner: (a) City and Agency will give the limited partner a copy of any written notice (at the limited partner's address set forth in the Regulatory Agreement) that City and Agency gives to Developer under this Agreement, the Regulatory Agreement, the City Documents or the Agency Documents; (b) City and Agency will give the limited partner ten (10) days after the limited partner's receipt of such notice to cure anon-payment of any sum due under the City Documents or the Agency Documents; (c) City and Agency will give the limited partner thirty (30) days after the limited partner's receipt of such notice to cure any other default under this Agreement, the Regulatory Agreement, the City Documents, or the Agency Documents; (d) If a default is incapable of being cured within thirty days, City and Agency will give the limited partner an additional ninety (90) days to cure such default provided the limited partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period; (e) If the limited partner makes any such payment or otherwise cures such default, City and Agency will accept such action as curing such default as if such payment or cure were made by Developer; (f) City and Agency will permit the limited partner to transfer the limited partner's interest to any person or entity at any time provided that, if at the time of such transfer the limited partner has not made 100% of the capital contributions the limited partner is required to make to Developer, the limited partner shall remain liable to Developer for such capital contributions; (g) City and Agency will permit the limited partner to remove the general partner of Developer in accordance with the Partnership Agreement, provided that the substitute general partner is reasonably acceptable to Agency and City; (h) City and Agency will permit insurance and condemnation proceeds to be used to rebuild the Project provided that (i) sufficient funds are provided from other sources to effectively rebuild the Project to a lawful multifamily housing complex, and (ii) subject to the rights of any senior lenders, City and Agency shall 956070-4 40