ORANGE COUNTY HOUSING FINANCE TRUST (2)

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"Default Notice" means written notice of the default(s) or Event(s) of Default giving rise to a parry's right to complete a Foreclosure Remedy. "Foreclosure Remedy" means the completion of a foreclosure sale of the Property or the recording of a deed -in -lieu of foreclosure with respect to the Property. "Noticed Defaults" means the noticed default(s) or Event(s) of Default set forth in a Default Notice. "Notice Party" means the party receiving a Default Notice. 3.2 Notice and Cure Rights. (a) Notice and Cure Rights of Citv. OCHFT agrees that concurrently with OCHFT's provision of any notice of default (including without limitation any Default Notice) to Borrower under the OCHFT Loan Documents, OCHFT shall provide a copy of such notice to City at the address specified below. OCHFT agrees that City shall have the right to cure any default of Borrower within the same period of time provided to Borrower under the OCHFT Loan Documents, extended by a period of ninety (90) days. OCHFT 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 Cure Period or such longer period provided pursuant to this Section; provided, however, that OCHFT shall be entitled during the Cure Period to continue to pursue all of its rights and remedies under the OCHFT Loan Documents, including but not limited to acceleration of the OCHFT 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 OCHFT Loan Document. It is the express intent of the parties hereunder that OCHFT 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 OCHFT's liability hereunder shall be expressly limited to actual damages to City directly caused by the OCHFT'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, OCHFT's failure to give any such notice for any reason shall not act to impair or waive any remedy or right of OCHFT under this Subordination Agreement or any of the Loan Documents. (b) Notice and Cure Rights of OCHFT. 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 OCHFT at the address specified below. City agrees that OCHFT shall have the right to cure any default of Borrower within the same period of time provided to Borrower under the City Loan Documents, extended by a period of ninety (90) days. City agrees that it shall not complete a Foreclosure Remedy unless and until OCHFT has first been given a Default Notice, and OCHFT has failed to cure the Noticed Defaults with the Cure Period; provided, however, that City shall be entitled during the 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 3