RDA Agmt 2001 FH Dailey Motor Company

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• • (d) Absent an Enforced Delay as defined in Section 9.03 of this Agreement, Participant fails to commence construction of the Improvements or to complete same within the time limits set forth in this Agreement; (e) Absent an Enforced Delay as defined in Section 9.03 of this Agreement, Participant abandons or suspends construction of the Improvements for a period of sixty(60)days after written notice by the Agency of such abandonment or suspension; (f) Participant voluntarily or involuntarily undertakes a Transfer not permitted by this Agreement; and/or (g) Participant fails to tender any amount it is required to pay pursuant to Section 4.01 above or any other provision of this Agreement. 7.02.2 The Agency's Default. A party to this Agreement may be held to be in default or in breach of this Agreement only for an act or circumstance over which said party has substantial control. With this definition, the following events constitute a material breach of this Agreement by the Agency: (a) The Agency does not attempt in good faith to ensure that 890 Marina Boulevard is available for purchase by Participant; (b) The Agency does not provide the financial assistance to Participant as required by Article Two of this Agreement; (c) The Agency fails to issue a Certificate of Completion without substantial justification; (d) The Agency fails to approve Participant's Preliminary Development Plan, Business Plan, Final Development Plan and/or Construction Plans without substantial justification; and/or (e) The Agency fails to perform its obligations under this Agreement in a timely manner. Upon the happening of any of the above-described events,the non-breaching Party shall first notify the alleged breaching Party,in writing,of its purported breach or failure,giving the alleged breaching Party 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 non-breaching Party such longer period as reasonably may be required for such cure,provided that alleged breaching Party takes ac ion to cure the breach or default within said ten (10)day period and thereafter diligently pursues the cure to completion. In the event alleged breaching Party does not then so cure or commence to cure within said ten(10)days,the non-breaching party may then request,in writing,that the disputed matter be submitted to mediation pursuant to Paragraph Nine (9) of the Settlement Agreement concurrently executed herewith by the Parties to this Agreement and proceed according to the terms of said settlement Agreement. Owner Participation Agreement Page 11 of 18