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May 25, 2010 -Execution Copy ARTICLE 10. DEFAULT; REMEDIES; TERMINATION Section 10.01. Defaults. A Party's violation of any material term of this Agreement or failure by any Party to perform any material obligation of this Agreement required to be performed by such Party shall constitute a default ("Default"). A Default by the Developer includes, but is not limited to, the following: failure by the Developer to: (a) pay when due any fee, tax or assessment or payment to the City applicable to the Project or Project Site; (b) transfer, reserve or dedicate land required for public improvements or complete any required public improvements; or (c) implement or comply with terms and conditions set out in Project Approvals, including, but not limited to, mitigation measures and conditions of approval, and subsequent conditions relative to Subsequent Approvals. While Developer is in Default under this Agreement, City shall not be obligated to issue any permit or grant any Subsequent Approval until Developer cures the Default. (a) Remedies for Default. Subject to the notice and opportunity to cure provisions in this Section 10.01, the sole and exclusive judicial remedy for Developer in the event of a Default by the City shall be an action in mandamus, specific performance, or other injunctive or declaratory relief. . In addition, upon the occurrence of a Default and subsequent to the procedures described in this Article 10, the Developer shall have the right to terminate this Agreement. Developer expressly agrees that the City, Redevelopment Agency, any City agencies and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively, for purposes of this Section 10.01, "City") shall not be liable for any monetary damage for a Default by the City or any claims against City arising out of this Agreement, the Project Approvals or Subsequent Approvals. Developer hereby expressly waives any such monetary damages against the City. (b) Procedure Regarding Defaults. For purposes of this Agreement, a Party claiming another Party is in Default shall be referred to as the "Complaining Party," and the Party alleged to be in Default shall be referred to as the "Party in Default." A Complaining Party shall not exercise any of its remedies as the result of Default unless such Complaining Party first gives notice to the Party in Default as provided in this Section 10.01, and the Party in Default fails to cure such Default within the applicable cure period. (c) Notice. The Complaining Party shall give written notice of Default to the Party in Default, specifying the Default alleged by the Complaining Party. Delay in giving such notice shall not constitute a waiver of any Default nor shall it change the time of Default. (d) Cure. The Party in Default shall have thirty (30) days from receipt of the notice of Default to effect a cure prior to exercise of remedies by the Complaining Party. If the nature of the alleged Default is such that it cannot, Page 26 of 36 1424669,1 Kaiser Medical Center and Retail Project Development Agreement