RDA Agmt 2001 Batarse Family Trust UTA

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Article Six: DEFAULT 6.01 Scope of Remedies. During the development of the Improvements, and prior to the issuance of a Certificate of Completion for such Improvements, the following shall govern the Parties' remedies for breach of this Agreement. 6.02 No Fault of Parties. The following events constitute a basis for a Party, otherwise allowed by this Agreement, to terminate this Agreement, without the fault of the other, prior to the Closing Date: (a) The Developer, despite good faith efforts on the part of the Agency and Developer, is unable to obtain approval of a Development Plan, reasonably satisfactory to Developer, pursuant to Section 1.03 of this Part; (b) The Properties materially change prior to the close of escrow; or (c) Agency is unable to obtain title to all of the Properties. Upon the happening of any of the above-described events, and at the election of either Party, this Agreement may be terminated by written notice to the other Party. Thereafter, neither Party shall have any rights against or liability to the other, except as set forth in this Article Six of this Part and Part Two. In the event of termination of this Agreement under this Section 6.02 as to Property B, the Developer shall be liable to the Agency for, and be required to pay to Agency, all costs incurred by the Agency pursuant to this Agreement, including but not limited to costs incurred by the Agency in connection with the Condemnation Litigation, including attorneys' fees in the event that the Agency fails to obtain ownership of Property B after diligently and competently pursuing the Condemnation Litigation. 6.03 Fault of Agency. Except as to events constituting a basis for termination under Section 6.02, the following events each constitute a basis for Developer to take action against the Agency: (a) Agency without good cause fails to convey the Properties within the manner and form herein called for and the Developer is otherwise entitled by this Agreement to such action or conveyance; or (b) The Agency breaches any other material provisions of this Agreement. Upon the happening of any of the above-described events, the Developer shall first notify the Agency in writing of its purported breach or failure, giving the Agency ten (10) days from receipt of such notice to cure such breach or failure, or if the nature of the breach or failure is such that it cannot reasonably be cured in ten (10) days, then giving the Agency such longer period as reasonably may be required for such cure provided Disposition and Development Agreement (Automall) Page 17 of 29