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<br /> 20 <br /> <br /> <br />amendment or modification to a Project Approval that is determined not to be an Administrative <br />Amendment as set forth above shall be subject to review, consideration and action pursuant to <br />the Applicable Rules and this Agreement <br />ARTICLE 5. <br />DEFAULT, REMEDIES AND TERMINATION <br /> <br />5.1. Events of Default. <br />Subject to any extensions of time by mutual consent of the Parties in writing, and subject <br />to the provisions of Section 9.2 hereof regarding permitted delays and a Mortgagee’s right to <br />cure pursuant to Section 8.3 hereof, any failure by either Party to perform any material term or <br />provision of this Development Agreement (not including any failure by Developer to perform <br />any term or provision of any other Project Approvals) shall constitute an “Event of Default,” <br />(i) if such defaulting Party does not cure such failure within sixty (60) days (such sixty (60) day <br />period is not in addition to any (60) day cure period under Section 3.7, if Section 3.7 is <br />applicable) following written notice of default from the other Party, where such failure is of a <br />nature that can be cured within such sixty (60) day period, or (ii) if such failure is not of a nature <br />which can be cured within such sixty (60) day period, the defaulting Party does not within such <br />sixty (60) day period commence substantial efforts to cure such failure, or thereafter does not <br />within a reasonable time prosecute to completion with diligence and continuit y the curing of <br />such failure. <br />Any notice of default given hereunder shall specify in detail the nature of the failures in <br />performance that the noticing Party claims constitutes the Event of Default, all facts constituting <br />substantial evidence of such failure, and the manner in which such failure may be satisfactorily <br />cured in accordance with the terms and conditions of this Development Agreement. During the <br />time periods herein specified for cure of a failure of performance, the Party charged therewith <br />shall not be considered to be in default for purposes of (a) termination of this Development <br />Agreement, (b) institution of legal proceedings with respect thereto, or (c) issuance of any <br />approval with respect to the Project. The waiver by either Party of any default under this <br />Development Agreement shall not operate as a waiver of any subsequent breach of the same or <br />any other provision of this Development Agreement. <br />5.2. Meet and Confer. <br />During the time periods specified in Section 5.1 for cure of a failure of performance, the <br />Parties shall meet and confer in a timely and responsive manner, to attempt to resolve any <br />matters prior to litigation or other action being taken, including without limitation any action in <br />law or equity; provided, however, nothing herein shall be construed to extend the time period for <br />this meet and confer obligation beyond the 60-day cure period referred to in Section 5.1 (even if <br />the 60-day cure period itself is extended pursuant to Section 5.1(ii)) unless the Parties agree <br />otherwise in writing.