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May 25, 2010 -Execution Copy practicably be cured within such thirty (30) day period, the cure shall be deemed to have occurred within such thirty (30) day period if: (a) the cure shall be commenced at the earliest practicable date following receipt of the notice; (b) the cure is diligently prosecuted to completion at all times thereafter; (c) at the earliest practicable date (in no event later than thirty (30) days after the curing Party's receipt of the notice), the curing Party provides written notice to the other Party that the cure cannot practicably be completed within such thirty (30) day period; and (d) the cure is completed at the earliest practicable date. The Party in Default shall diligently endeavor to cure, correct or remedy the matter complained of, provided such cure, correction or remedy shall be completed within the applicable time period set forth herein after receipt of written notice (or such additional time as may be agreed to by the Complaining Party to be reasonably necessary to correct the matter). (e) Failure to Assert. Any failures or delays by a Complaining Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies. Delays by a Complaining Party in asserting any of its rights and remedies shall not deprive the Complaining Party of its right to institute and maintain any actions or proceedings, which it may deem necessary to protect, assert, or enforce any such rights or remedies. (f) Procedure for Terminating Agreement upon Default. If the City desires to terminate this Agreement in the event of a Default, the matter shall be set for a public hearing before the City Council. The burden of proof of whether a Party is in Default shall be on the Party alleging Default. If City Council determines that Developer is in Default and has not cured to City's reasonable satisfaction, or that the Default presents a serious risk to public health, safety or welfare, the'City Council may terminate this Agreement. (g) No Cross Default. Notwithstanding anything to the contrary in this Agreement, if Developer has effected a Assignment(s) in accordance with Article 8 above, so that its interest in the Project Site has been divided between Assignee(s) and Developer, then any determination that a Party is in Default shall be effective only as to the Party to whom the determination is made and the portions of the Project Site in which such Party has an interest. Section 10.02. Cancellation by Mutual Consent. This Agreement may be canceled in whole or in part by the mutual consent of the parties or their successors in interest, in accordance with the provisions of the State law and the City Code. Any fees or payments of any kind paid by Developer pursuant to this Agreement prior to the date of cancellation shall be retained by City. Section 10.03. Periodic Review. Page 27 of 36 1424669.1 Kaiser Medical Center and Retail Project Development Agreement