This excerpt taken from the MECA 10-Q filed Nov 9, 2006.
Section 16.03 Curable Defaults.
(a) Either Company or Manager may terminate this Agreement by written notice to the other party in the event that the other party shall default (the "Defaulting Party") in the performance or observance of any material term, condition or covenant contained in this Agreement in respect of the Project not falling under Section 16.02 above or shall fail to perform or observe the same in accordance with the required standard under this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof shall have been received by the non-defaulting party (the "Non-Defaulting Party") specifying such default and requesting that the same be remedied in such thirty-day period, provided that a ten (10) day period shall apply with respect to any failure to make a monetary payment hereunder (a "Default Notice").
(b) The Defaulting Party shall be deemed to have complied with a Default Notice given under this Section 16.03 if the default (other than a monetary default) is such that it cannot reasonably be remedied within thirty (30) days but can reasonably be remedied within one hundred twenty (120) days and the Defaulting Party shall, in good faith, have commenced to remedy the default specified therein as soon as is practicable after receiving such Default Notice, and, thereafter shall have diligently prosecuted the cure to its completion within such one hundred twenty (120) day period. If at the end of such one hundred twenty (120) day period, the default (other than a monetary default) can reasonably be remedied within an additional and reasonably foreseeable period of time, and if the Defaulting Party shall continue to diligently prosecute the cure to its completion, then the Defaulting Party shall have such additional reasonably foreseeable period of time to cure the default; provided, however, that the Defaulting Party shall have the right to initiate binding arbitration proceedings pursuant to Section 18.20 for the purpose of determining whether the Defaulting Party has promptly commenced and diligently pursued the cure to its completion, or if such cure is reasonably capable of being completed within a reasonably foreseeable period of time. Termination of this Agreement shall be effective upon the later of (i) delivery of a Default Notice, or (ii) expiration of the cure period provided in this Section 16.03(b).
Section 16.04 Manager's Rights and Obligations on Termination. Upon the termination of this Agreement, all rights and obligations of the parties hereunder shall expire, other than those rights and obligations which expressly survive the termination of this Agreement; provided, however, that termination of this Agreement shall not release the Defaulting Party from liability for failure to perform any of the duties and obligations required to be performed by it prior to the date of such termination. Upon termination of this Agreement Manager shall:
(a) promptly surrender and deliver to Company any space in the Project occupied by Manager and pay to Company or as Company shall direct all Gross Income and other monies related to the Project on hand and all moneys due to Company under this Agreement including any moneys received after termination;
(b) promptly deliver to Company originals in the possession of or reasonably available to Manager, its Affiliates, agents or employees or, if such originals are not in the possession or reasonably available to Manager, copies of all contracts, documents, reports, market studies, files, funds, surveys, insurance policies, papers, Leases, keys, records and other property pertaining to this Agreement or to the Project in the possession of or reasonably available to Manager, its Affiliates, agents or employees;
(c) furnish all such information and take all such action as Company may reasonably require in order to effect an orderly and systematic termination of Manager's duties and activities hereunder and the appointment of a substitute manager;
(d) if requested by Company, promptly give written notice to the Occupants, in a form reasonably satisfactory to Company, that Manager no longer manages or is otherwise associated with the Project;
(e) immediately assign and transfer all accounts maintained by Manager under this Agreement for Company and assign all assignable contracts with respect to the Project to a person designated by Company or as otherwise directed by Company and such person shall assume all of Manager's obligations under such contracts; and
(f) be paid all Management Fees, expense reimbursements as provided in Section 13.02 and Leasing Fees earned under the provisions of this Agreement prior to such termination. Manager shall not be obligated to refund any Management Fees earned and received from any month prior to the month in which this Agreement is terminated, provided, however, that Manager shall refund to Company any overpayments of the Management Fee previously paid to Manager.