Where a contract contains a complex scheme of rights and obligations with express time limits for some steps but not others, the absence of an express time limit for a particular step does not necessarily give rise to an implied requirement that the step be taken within a reasonable time. Factors relevant to whether such a term should be implied include whether the right involves a choice between mutually exclusive options, whether the other party can protect its own interests, and whether expedition serves the business interests of both parties. A breach of a prior procedural step (such as a Notice of Default) does not necessarily render a subsequent step (such as a Payout Notice) conditional upon timely compliance with the earlier step.
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