Common use of Developer Default Clause in Contracts

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the The following events shall constitute an “Event be deemed to be events of Default” default by Developer under this Agreementagreement: 18.1.1 Developer fails to pay when due any installment of Gross Collected Revenue distribution or any other obligation under this agreement involving the payment of money and such failure continues for a period of 10 days following written notice thereof to Developer; provided, however, that if, during any calendar year during the Term of this agreement, the City has already given Developer two separate notices of any payment default on the part of Developer hereunder, no subsequent notice during the remainder of such calendar year shall be required in order for a payment delinquency to constitute an event of default hereunder – that is, the event of default will automatically occur on the third (aor any subsequent failure) If on the part of Developer shall fail to observe, perform pay timely any installment of revenue distribution or other monetary obligation during the remainder of such calendar year. 18.1.2 Developer fails to comply with any material term, covenant, agreement or condition provision of this Agreement which is to be observedagreement, performed or complied with by Developer under the provisions of this Agreementother than as described in Section 18.1.1 above, and either does not cure such failure shall continue uncured for thirty (30) calendar within 30 days after the giving of written notice thereof by Owner to Developer, or cures that particular failure but again fails to comply with the same provision of this agreement within three months following the City’s written notice to Developer specifying of the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticeprior violation. (b) If 18.1.3 Developer shall make or any guarantor of Developer’s obligations under this agreement becomes insolvent, or makes a general transfer in fraud of creditors, or makes an assignment for the benefit of creditors;. (c) If 18.1.4 Developer or any guarantor of Developer’s obligations under this agreement files a petition shall be filed by under any section or against Developer in chapter of the federal Bankruptcy Code, as amended, or under any court, pursuant to any similar law or statute of the United States or any state thereof; or, Developer or any guarantor of Developer’s obligations under this agreement is adjudged bankrupt or insolvent in proceedings filed against Developer or any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement guarantor of Developer’s obligations under this agreement. 18.1.5 A receiver or insolvency proceedings, and Developer files, consents to trustee is appointed for the Premises or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion substantially all of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate or any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance guarantor of Developer’s responsibilities and such individualobligations under this agreement. 18.1.6 Developer attempts to assign or in any manner transfer this agreement or any of its rights hereunder. 18.1.7 The failure of Developer to provide the City with a copy of Developer’s relationship with Developer is immediately terminated and MBE/WBE Program within the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementperiod prescribed for Developer.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety one hundred fifty (90150) calendar days after the giving of such notice.; (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- court-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance an employee of Developer’s responsibilities Developer and such individual’s relationship with Developer employee's employment is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); , (fiii) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work;, or (iv) if TriBridge Co-Invest 29, LLC is removed as a "manager" of the Venture; or (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (hf) Failure to achieve the Completion Milestones; or (i) If Date by the TCR Member date of completion required by Owner's Construction Lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is removed as a Manager of caused by Force Majeure and Developer promptly notifies Owner pursuant to Section 5.9 of the LLC Agreementdelay arising from said Force Majeure, to the extent such failure is not otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under the Construction Loan.

Developer Default. Upon 19.1.1 Save as otherwise provided in this Agreement, in the happening event that any of the defaults specified below shall have occurred, and the Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Developer shall be deemed to be in default of this Agreement (the “Developer Default”), unless the default has occurred solely as a result of any Event breach of Default this Agreement by DeveloperMOR or due to Force Majeure. The defaults referred to herein shall include: (a) the Developer abandons or manifests intention to abandon the construction of the Rail System without the prior written consent of MOR; (b) COD does not occur within the period specified in Clause 7.3; (c) the Developer abandons or manifests intention to abandon the operation and maintenance of the Rail System without the prior written consent of MOR; (d) the Developer is in breach of the Maintenance Requirements or the Safety Requirements, Owner shall have as the absolute unconditional rightcase may be; (e) the Developer has failed to make any payment to MOR within the period specified in this Agreement; (f) the Developer repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement; (g) an execution levied on any of the assets of the Developer has caused a Material Adverse Effect on MOR; (h) the Developer is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Developer or for the whole or material part of its assets that has a material bearing on the Project; (i) the Developer has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in addition the reasonable opinion of MOR, a Material Adverse Effect on MOR; (j) a resolution for winding up of the Developer is passed, or any petition for winding up of the Developer is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Developer is ordered to all be wound up by Court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Developer are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Developer under this Agreement and the Project Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement; and (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and has a credit worthiness at least as good as that of the Developer as at the date of Financial Close; (k) any representation or warranty of the Developer herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Developer is at any time hereafter found to be in breach thereof; (l) the Developer submits to MOR any statement, notice or other document, in written or electronic form, which has a material effect on MOR‟s rights, obligations or interests and which is false in material particulars; (m) the Developer has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; or (n) the Developer commits a default in complying with any other provision of this Agreement if such default causes a Material Adverse Effect on MOR. 19.1.2 Upon occurrence of a Developer Default prior to the COD, without prejudice to any other rights and or remedies available to Owner at law or in equitywhich MOR may have under this Agreement, MOR shall be entitled to terminate this Agreement by giving written issuing a Termination Notice to the Developer; provided that before issuing the Termination Notice, MOR shall by a notice inform the Developer of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Developer to make a representation, and may after the expiry of such termination 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice. Upon Termination MOR shall be entitled to Developer. Any one or more take possession and control of the following events Railway Land and the assets build by MOR. 19.1.3 Upon occurrence of a Developer Default during the Operation Period, MOR shall constitute an “Event be entitled to exercise its Suspension rights in accordance with the provisions of Default” by Developer under Article 18. However, in the event MOR, in its opinion, is unable to exercise its Suspension rights and undertake operation and maintenance of the Rail System for any reason, it may terminate in accordance with this Agreement:. (a) If 19.1.4 Upon Termination on account of a Developer Default pursuant to Clause 19.1.2 or 19.1.3, as the case may be, the Developer shall fail pay to observeMOR by way of compensation, perform all direct costs suffered or comply with incurred by MOR as a consequence of such Developer Default within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof. For the avoidance of doubt, compensation payable may include expenses incurred on any material termassets built by MOR on the Railway Land and all other costs directly attributable to such Developer Default but shall not include other consequential losses. For the avoidance of doubt, covenantthe compensation payable hereunder by ▇▇▇▇▇▇▇▇▇ shall be in addition to the Damages, agreement or condition of this Agreement which is to be observedif any, performed or complied with by Developer due and payable under the any other provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement.

Developer Default. Upon the happening of 13.1.1 If, at any Event of Default by Developertime, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law Developer or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: MMPI shall: (a) If Developer shall fail to observe, perform or comply with any commit a material term, covenant, agreement or condition breach of this Agreement which is (including the failure to be observed, performed pay any sums or complied with by Developer under the provisions of this Agreement, and such failure shall continue amounts required hereunder) that remains uncured for a period of more than thirty (30) calendar days after the giving its receipt of written notice thereof by Owner to Developer specifying of default from the nature of such failureCounty, unless identifying with particularity such failure can or violation (a "County Default Notice") (provided, however, that if such matter, other than the non-payment of amounts required hereunder, cannot be cured but is not susceptible of being cured within said such thirty (30) calendar day period, in which event such a failure Developer or MMPI shall not constitute an Event of Default be in default if Developer commences curative action or MMPI shall commence the cure within said such thirty (30) calendar day period days and thereafter prosecutes diligently pursues the cure thereof to completion, provided further that Developer or MMPI shall not have more than one hundred twenty (120) days to cure such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. matter); (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed , or if bankruptcy, reorganization, receivership, insolvency, liquidation or other similar proceedings are instituted by or against Developer or MMPI that result in the entry of an order for any such relief and, if such proceedings are instituted against Developer or MMPI, such order is not vacated, discharged, stayed or bonded pending appeal within ninety (90) days after entry thereof; or (c) any representation or warranty made by Developer or MMPI herein shall prove to have been incorrect when made in any court, pursuant to material and adverse respect (with each or any statute of the United States foregoing being a "Developer Default"), then the same shall constitute a default hereunder and, upon the occurrence of a Developer Default, subject to the provisions of Article 15, the County may exercise any and all remedies available at law and in equity. If the County terminates this Agreement resulting from a Developer Default, then Developer shall be obligated, at the County's request, to assign its rights under the Architect Agreements, Construction Agreement and any other agreements relating to the Project to which Developer or of any StateMMPI is a party, as necessary, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents order for the County to or directly or indirectly acquiesces to such petition; (d) If, complete the Facility as contemplated hereunder. Any dispute in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion respect of the property occurrence of a Developer Default under clauses (a) or assets of Developer, and same (c) above shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC AgreementArbitration Dispute.

Developer Default. Upon the happening The occurrence of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an a “Event of Developer Default” by Developer under this Agreement: (a) If any failure by the Developer shall fail to observe, perform or comply with pay the City any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer amount due and payable under the provisions of this AgreementContract Documents, and when such failure shall continue uncured continues for thirty more than five (305) calendar days after the giving of Days following written notice thereof by Owner to Developer specifying from the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice.City; (b) If the Developer shall make fails to timely achieve Closing on any Private Development Parcel by the Outside Closing Date2 for such Private Development Parcel, as the same may be extended pursuant to this Agreement; (c) with respect to any Private Development Project or the Road Projects: (i) subject to the terms of Article 14 (Delay Event) construction of the applicable Project Segment has not commenced within the time period required by the Project Schedule, (ii) subject to the terms of Article 14 (Delay Event) construction of a Project Segment has ceased for a period of more than one hundred and eighty (180) consecutive Days or (iii) the Developer has abandoned, or apparently abandoned, or has stated it will abandon the portion of a Project Segment or Development Parcel for a period of more than one hundred and eighty (180) consecutive Days; (d) with respect to any Private Development Project or the Road Projects, the Developer fails to achieve any Substantial Completion for any Project Segment by the later of (i) the scheduled Substantial Completion date in the Project Schedule for such Project Segment or (ii) the expiration of any Long Stop Extension granted by the City under this Agreement; (e) any court of competent jurisdiction enters an order, judgment, or decree approving a petition seeking reorganization of a Lead Developer Party or all or a substantial part of the assets of a Lead Developer Party or any partner or guarantor of a Lead Developer Party or appointing a receiver, sequestrator, trustee or liquidator of the Developer, any partner or guarantor of a Lead Developer Party or any of their property and such order, judgment or decree continues unstayed and in effect for at least 60 Days; (f) a Lead Developer Party (i) makes a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement.,

Developer Default. Upon A. In the happening event the Developer (i) does not obtain the Approvals by the Approval Date, as same may be extended, as provided in Section 5 of this Declaration, (ii) fails to achieve substantial completion of the Retail Component by the Retail Completion Date, as same may be extended as a result of Unavoidable Delays, (iii) fails to achieve substantial completion of the Residential Component by the Residential Completion Date, as same may be extended as a result of Unavoidable Delays, or (iv) fails to make any Event Project Payment when due, the CRA and the County (as applicable) may declare the Developer in default by sending a Notice of Default (the “Default Notice”). The Default Notice shall be hand delivered to the Developer or mailed to the Developer by Developercertified mail, Owner return receipt requested. The Default Notice shall be deemed delivered upon the date received if hand delivered, or if mailed, on the date the return receipt is executed or the date delivery is refused. Upon receipt, or deemed receipt, of the Default Notice, the Developer shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after to cure (the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute “Default Cure Period”). Extensions of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same Default Cure Period shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner unreasonably withheld, conditioned or the Construction Lender delayed for good cause shown, in the possession sole discretion of the CRA if the CRA has issued the Default Notice, or control of Developer (unless such misappropriation is caused by personnel employed in the performance sole discretion of Developer’s responsibilities and such individual’s relationship with the County if the County has issued the Default Notice. B. In the event the Default Notice is issued pursuant to Section 8(A)(i), the Developer is immediately terminated may extend the Approval Period for twenty-four (24) months by paying to each of the County and the misappropriated funds are restored within five CRA Two Hundred Fifty Thousand and No/100 Dollars (5$250,000.00) Business Days on or before the end of such misappropriationthe Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A); (f. The extension of the Approval Period pursuant to this Section 8(B) If to cure a default pursuant to Section 8(A)(i) is a one time right of the Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(i). C. In the Construction Loanevent the Default Notice is issued pursuant to Section 8(A)(ii), the Developer may extend the Retail Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional twenty-four (24) months by paying to each of the County and the CRA Two Hundred Fifty and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A). The extension of the Retail Completion Date pursuant to this Section 8(C) to cure a default pursuant to Section 8(A)(ii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(ii). D. In the event the Default Notice is issued pursuant to Section 8(A)(iii), the Developer may extend the Residential Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional twenty-four (24) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A). The extension of the Residential Completion Date pursuant to this Section 8(D) to cure a default pursuant to Section (A)(iii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(iii). E. In the event the Default Notice is issued pursuant to 8(A)(i) (ii) or (iii) of this Declaration, and is not cured prior to the end of the Default Cure Period, as same may be extended, in accordance with the last sentence of Section 8(A), the Project or the Development Work; (g) If, at any time prior Payment shall be accelerated and be immediately due and payment in full to the Completion DateCRA and the County, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member;title to (h) Failure to achieve the Completion Milestones; or (i) F. If the TCR Member Default Notice is removed as a Manager of Owner issued pursuant to Section 5.9 8A(iv) and same is not cured within the Default Cure Period, then all remaining Project Payments together with a fifteen percent (15%) penalty shall be automatically accelerated and shall be deemed immediately due and payable to the County and the CRA. In such event, the County and the CRA shall have the right to pursue any and all remedies against the Developer for the outstanding amounts. G. The Developer shall be liable to the County and the CRA for all reasonable attorneys fees and costs incurred by the County and the CRA as a result of Developer Default. H. Any payments made to the LLC AgreementCounty and the CRA pursuant to Section 8(B), 8(C) and 8(D) shall not constitute a Project Payment and shall not be credited against any Project Payment.

Developer Default. Upon The following (after receipt of notice and the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more expiration of the following events applicable grace and cure periods) shall constitute be an event of default by the Developer (referred to herein as “Event of Developer Default” by Developer under this Agreement:”): (a) If Failure by the Developer to observe or perform any of the Developer’s covenants, agreements, or obligations set forth in this LDA within such notice period (which shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for in all instances include thirty (30) calendar days after the giving of written notice thereof by Owner of default provided to Developer specifying by the nature of Town or if such failure, unless such failure can be cured but Developer Default is not susceptible capable of being cured within said thirty (30) calendar day perioddays, in which event such a failure shall not constitute an Event of Default if other time as may be reasonably required to cure such Developer Default, and provided that the Developer commences curative action within said diligent efforts to cure such default as soon as practicable) and subject to such cure provisions as are provided for in this Agreement; (b) Prior to filing of the Certificate of Substantial Completion, failure by the Developer, after expiration of all applicable cure periods (which shall in all instances include thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after written notice of default provided to Developer by the giving Town or if such Developer Default is not capable of being cured within thirty (30) days, such other time as may be reasonably required to cure such Developer Default, and provided that the Developer commences diligent efforts to cure such default as soon as practicable), to observe or perform any of the Developer’s covenants, agreements, or obligations pursuant to the requirements of loan documents with a Funding Source, but nothing in this Section V.A. 1.(b) or in this Agreement shall affect or amend any term or provision of such notice.loan document, including, without limitation, any applicable notice or cure period set forth therein; (bc) If Prior to filing of the Certificate of Substantial Completion and in violation of the terms hereof, the sale or other transfer of any kind or nature of the Property for which no Certificate of Occupancy, Temporary Certificate of Occupancy or sign-offs has been issued by the Town, and other than the sale/lease of any completed residential/commercial space in the ordinary course of business, without the prior written consent of the Town; (d) Prior to filing of the Certificate of Substantial Completion, the filing by Developer shall make of a general voluntary petition, or the filing against Developer of an involuntary petition, in bankruptcy or insolvency or adjudication of bankruptcy or insolvency of Developer, or the filing by Developer of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy act, or any other present or future applicable federal, state, or other statute or law, or the assignment by Developer for the benefit of creditors; , or appointment of a trustee, receiver (c) If other than the appointment of a receiver by any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States Funding Source), or liquidator of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion any part of the property or assets of Developer, and same within one hundred twenty (120) days after the commencement of any such proceeding against Developer, such proceeding shall not be discharged have been dismissed, or if, within thirty one hundred twenty (30120) calendar days after such appointment; the appointment of any trustee, receiver (e) If Developer shall misappropriate other than the appointment of a by any funds of Owner the Funding Sources), or the Construction Lender in the possession or control liquidator of Developer (unless such misappropriation is caused by personnel employed in the performance or of all or any part of Developer’s responsibilities and property, without the consent or acquiescence of Developer, such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer appointment shall commit willful misconduct, gross negligence or an act of fraud against Owner not have been vacated or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementdischarged.

Developer Default. Upon the happening The occurrence of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute be an “Event of Default” by the Developer under this Agreementor a “Developer Default”: (a) If The failure of the Developer shall fail to observepay to the Owner any amounts when due and payable under this Developer Agreement, including the payment of the Liquidated Damages, if such failure continues for ten (10) calendar days after the Owner gives Notice to the Developer that such amount was not paid when due; (b) The failure of the Developer to achieve Substantial Completion on or before the Hotel Completion Deadline; (c) The failure of the Developer to perform any Insurance Covenant if such failure is not remedied within five (5) calendar days after the Owner gives Notice to the Developer of such failure; (d) Any breach by the Developer of the terms or comply provisions of Section 6.1 if such breach continues for fifteen (15) calendar days after the Owner gives Notice to the Developer of such breach; (e) The failure of the Developer to pay any of the Hotel Project Improvements Costs when due and payable under the Construction Documents if such failure continues for ten (10) calendar days after the Owner gives Notice to the Developer of such failure, subject to the Developer’s right to contest the payment of any such costs in accordance with Section 7.8 hereof and subject also to the Developer having received the necessary funds for such payments; (f) Any termination of the Hotel Project Improvements Construction Contract without the Consent of the Owner unless pursuant to a right of termination based upon the existence of any event of default under the Hotel Project Improvements Construction Contract; (g) The failure of the Developer to keep, observe or perform any of the material termterms, covenant, agreement covenants or condition of agreements contained in this Developer Agreement which is on the Developer’s part to be observedkept, performed or complied with by Developer under the provisions of this Agreement, and observed (other than those referred to in Sections 13.1.1(a)-(f) above) if: (i) such failure shall continue uncured for is not remedied by the Developer within thirty (30) calendar days after Notice from the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless default; or (ii) in the case of any such failure can default which cannot with due diligence and good faith be cured but is not susceptible of being cured within said thirty (30) calendar day perioddays, in which event the Developer fails to commence to cure such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged default within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner default, or the Construction Lender in Developer fails to prosecute diligently the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days cure of such misappropriation); (f) If Developer shall commit willful misconductdefault to completion within such additional period as may be reasonably required to cure such default with diligence and in good faith; it being intended that, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loanany such default which is not susceptible of being cured with due diligence and in good faith within thirty (30) calendar days but is otherwise reasonably susceptible to cure, the Project or time within which the Development Work; (g) If, at any time prior Developer is required to cure such default shall be extended for such additional period as may be necessary for the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved curing thereof with due diligence and in the Project and able to perform his or her responsibilities as a representative of the TCR Membergood faith; (h) Failure Any representation or warranty confirmed or made in this Developer Agreement or in any other Project Document by the Developer shall be found to achieve have been incorrect in any material respect when made or deemed to have been made and the Completion Milestones; orsame is not corrected within thirty (30) calendar days after the Owner gives Notice to the Developer of the same; (i) If The occurrence of any one or more of the TCR Member is removed following: (1) filing by the Developer of a voluntary petition in bankruptcy; (2) adjudication of the Developer as a Manager bankrupt; (3) approval as properly filed by a court of Owner pursuant to Section 5.9 competent jurisdiction of any petition or other pleading in any action seeking reorganization, rearrangement, adjustment or composition of, or in respect of the LLC AgreementDeveloper under the United States Bankruptcy Code or any other similar state or federal law dealing with creditors’ rights generally; (4) any material portion of the Developer’s assets are levied upon by virtue of a writ of court of competent jurisdiction involving a judgment in excess of One Million Dollars ($1,000,000.00); (5) insolvency of the Developer; (6) assignment by the Developer of all or substantially of its assets for the benefit of creditors; (7) initiation of procedures for involuntary dissolution of the Developer, unless within ninety (90) calendar days after such filing, the Developer causes such filing to be stayed or discharged; (8) the Developer ceases to do business as an ongoing enterprise; and (9) appointment of a receiver, trustee or other similar official for the Developer, or the Developer’s Property, unless within ninety (90) calendar days after such appointment, the Developer causes such appointment to be stayed or discharged.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the The following events shall constitute an “"Event of Default” " by Developer under this AgreementDeveloper: (ai) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement obligation under this Agreement. (ii) If Developer persistently or condition of this Agreement which is repeatedly refuses or fails to cause to be observedsupplied to the Project enough properly skilled workers or proper materials to complete the Project, performed including Tenant Improvements, or complied with if Developer ceases work on the Project for a period of fourteen (14) consecutive days (subject to Unavoidable Delays); (iii) If Developer misappropriates any funds received by Developer under pursuant to the provisions of this Agreement; (iv) If Developer persistently disregards and fails to comply with laws, and such failure shall continue uncured for thirty (30) calendar days after ordinances or rules, regulations or orders of a public authority having jurisdiction over the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticeProject. (bv) If, due to the actions of Developer, any Permit required for construction of the Project shall be revoked or canceled; (vi) If there shall occur any lien or other encumbrance on the Building Land or the Project caused by Developer which is not bonded and removed in accordance with Section 19 above; (vii) If there shall have occurred defective workmanship or materials within the Project which is not cured within the time period provided in Section 7 of this Agreement; (viii) If Developer shall make have assigned, pledged or encumbered its rights, duties or obligations under this Agreement in violation of Section 25 of this Agreement; (ix) If any warranty made by Developer as set forth in Section 13 shall be untrue or breached in any material respect; or (x) If Developer files a petition for bankruptcy or if it makes a general assignment for the benefit of ▇▇▇▇▇▇▇▇▇'s creditors; (c) If any petition shall be filed by , or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, if a receiver, trustee, liquidator or similar court- receiver is appointed agent be appointed for all or a substantial portion of the property or assets on account of Developer, 's insolvency and same shall any such petition or appointment is not be discharged dismissed within thirty sixty (3060) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementdays.

Developer Default. Upon 19.1.1 Save as otherwise provided in this Agreement, in the happening event that any of the defaults specified below shall have occurred, and the Developer fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Developer shall be deemed to be in default of this Agreement (the “Developer Default”), unless the default has occurred solely as a result of any Event breach of Default this Agreement by DeveloperMOR or due to Force Majeure. The defaults referred to herein shall include: (a) the Developer abandons or manifests intention to abandon the construction of the Rail System without the prior written consent of MOR; (b) COD does not occur within the period specified in Clause 7.3; (c) the Developer abandons or manifests intention to abandon the operation and maintenance of the Rail System without the prior written consent of MOR; (d) the Developer is in breach of the Maintenance Requirements or the Safety Requirements, Owner shall have as the absolute unconditional rightcase may be; (e) the Developer has failed to make any payment to MOR within the period specified in this Agreement; (f) the Developer repudiates this Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Agreement; (g) an execution levied on any of the assets of the Developer has caused a Material Adverse Effect on MOR; (h) the Developer is adjudged bankrupt or insolvent, or if a trustee or receiver is appointed for the Developer or for the whole or material part of its assets that has a material bearing on the Project; (i) the Developer has been, or is in the process of being liquidated, dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in addition the reasonable opinion of MOR, a Material Adverse Effect on MOR; (j) a resolution for winding up of the Developer is passed, or any petition for winding up of the Developer is admitted by a court of competent jurisdiction and a provisional liquidator or receiver is appointed and such order has not been set aside within 90 (ninety) days of the date thereof or the Developer is ordered to all be wound up by Court except for the purpose of amalgamation or reconstruction; provided that, as part of such amalgamation or reconstruction, the entire property, assets and undertaking of the Developer are transferred to the amalgamated or reconstructed entity and that the amalgamated or reconstructed entity has unconditionally assumed the obligations of the Developer under this Agreement and the Project Agreements; and provided that: (i) the amalgamated or reconstructed entity has the capability and operating experience necessary for the performance of its obligations under this Agreement; and (ii) the amalgamated or reconstructed entity has the financial standing to perform its obligations under this Agreement and has a credit worthiness at least as good as that of the Developer as at the date of Financial Close; (k) any representation or warranty of the Developer herein contained which is, as of the date hereof, found to be materially false, incorrect or misleading or the Developer is at any time hereafter found to be in breach thereof; (l) the Developer submits to MOR any statement, notice or other document, in written or electronic form, which has a material effect on MOR‟s rights, obligations or interests and which is false in material particulars; (m) the Developer has failed to fulfil any obligation, for which failure Termination has been specified in this Agreement; or (n) the Developer commits a default in complying with any other provision of this Agreement if such default causes a Material Adverse Effect on MOR. 19.1.2 Upon occurrence of a Developer Default prior to the COD, without prejudice to any other rights and or remedies available to Owner at law or in equitywhich MOR may have under this Agreement, MOR shall be entitled to terminate this Agreement by giving written issuing a Termination Notice to the Developer; provided that before issuing the Termination Notice, MOR shall by a notice inform the Developer of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Developer to make a representation, and may after the expiry of such termination 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice. Upon Termination MOR shall be entitled to Developer. Any one or more take possession and control of the following events Railway Land and the assets build by MOR. 19.1.3 Upon occurrence of a Developer Default during the Operation Period, MOR shall constitute an “Event be entitled to exercise its Suspension rights in accordance with the provisions of Default” Article 18. However, in the event MOR, in its opinion, is unable to exercise its Suspension rights and undertake operation and maintenance of the Rail System for any reason, it may terminate in accordance with this Agreement. 19.1.4 Upon Termination on account of a Developer Default pursuant to Clause 19.1.2 or 19.1.3, as the case may be, the Developer shall pay to MOR by way of compensation, all direct costs suffered or incurred by MOR as a consequence of such Developer Default within 30 (thirty) days of receipt of the demand supported by necessary particulars thereof. For the avoidance of doubt, compensation payable may include expenses incurred on any assets built by MOR on the Railway Land and all other costs directly attributable to such Developer Default but shall not include other consequential losses. For the avoidance of doubt, the compensation payable hereunder by Developer shall be in addition to the Damages, if any, due and payable under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the other provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the The following events shall constitute an “Event be deemed to be events of Default” default by Developer under this Agreement: (a) If 19.1.1 Developer shall fail to observe, perform pay when due any installment of rent or comply with any material term, covenant, agreement or condition of other obligation under this Agreement which is to be observed, performed or complied with by Developer under involving the provisions payment of this Agreement, money and such failure shall continue uncured for a period of ten (10) days following written notice thereof to Developer; provided, however, that if, during any calendar year during the Term of this Agreement, the City shall have already given Developer two (2) separate notices of any payment default on the part of Developer hereunder, no subsequent notice during the remainder of such calendar year shall be required in order for a payment delinquency to constitute an event of default hereunder – that is, the event of default will automatically occur on the third (or any subsequent) failure on the part of Developer to pay timely any installment of rent or other monetary obligation during the remainder of such calendar year. 19.1.2 Developer shall fail to comply with any provision of this Agreement, other than as described in Paragraph 19.1.1 above, and either shall not cure such failure within thirty (30) calendar days after the giving of written notice thereof by Owner to Developer, or shall cure that particular failure but again fail to comply with the same provision of this Agreement within three (3) months following the City’s written notice to Developer specifying of the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticeprior violation. (b) If 19.1.3 Developer or any guarantor of Developer’s obligations under this Agreement shall become insolvent, or shall make a general transfer in fraud of creditors, or shall make an assignment for the benefit of creditors;. (c) If 19.1.4 Developer or any guarantor of Developer’s obligations under this Agreement shall file a petition shall be filed by under any section or against Developer in chapter of the federal Bankruptcy Code, as amended, or under any court, pursuant to any similar law or statute of the United States or any state thereof; or, Developer or any guarantor of Developer’s obligations under this Agreement shall be adjudged bankrupt or insolvent in proceedings filed against Developer or any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement guarantor of Developer’s obligations under this Agreement. 19.1.5 A receiver or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent trustee shall be appointed for the Premises or for all or a substantial portion substantially all of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate or any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance guarantor of Developer’s responsibilities obligations under this Agreement. 19.1.6 Failure of Developer to procure and such individualmaintain (or failure of Developer to demonstrate to the City’s relationship with satisfaction that Developer is immediately terminated has procured and maintained) the misappropriated funds are restored within five (5) Business Days of such misappropriation);insurance coverages prescribed by Article XIII hereof. (f) If 19.1.7 Developer shall commit willful misconduct, gross negligence attempt to assign or an act in any manner transfer this Agreement or any of fraud against Owner or otherwise its rights hereunder in connection violation of Article XVIII hereof. 19.1.8 The failure of Developer to provide the City with a copy of Developer’s MWBE Program within the Construction Loan, the Project or the Development Work; (g) If, at any time prior period prescribed for Developer to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved do so as set forth in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC AgreementParagraph 15.2 hereof.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement:‌ (a) If Developer shall fail suffers or permits an unpermitted Transfer to observeoccur, perform or comply with Developer allows any material term, covenant, agreement other person or condition entity (except Developer’s authorized representatives) to occupy or use all or any part of this Agreement which is to be observed, performed or complied with by Developer under the Public Parcel in violation of the provisions of this Agreement, and such failure event or condition shall continue uncured for not have been cured within thirty (30) calendar days after following the giving date of written notice demand to cure by Successor Agency to Developer; (b) Developer fails to pay real estate taxes or assessments on the Public Parcel prior to delinquency or places any mortgages, encumbrances or liens upon the Public Parcel or the Improvements thereon or any part thereof by Owner to Developer specifying the nature in violation of this Agreement, and such failure, unless such failure can be cured but is event or condition shall not susceptible of being have been cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event days following the date of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action written demand to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditorsby Successor Agency to Developer; (c) If any petition shall be filed Subject to the provisions of Section 8.08, Developer fails to commence promptly, or after commencement fails either to achieve Commencement of Substantial Construction or to prosecute diligently to completion (as evidenced by or against Developer in any courtthe issuance of a Final Certificate of Completion), pursuant to any statute the construction of the United States Improvements within the times set forth in the Schedule of Performance (Attachment 5) (as such times may be extended in accordance with the provisions hereof), or abandons or suspends construction of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedingsthe Improvements for more than ten (10) consecutive days, and Developer filessuch failure, consents abandonment or suspension continues for a period of (i) thirty (30) days following the date of written notice thereof from Successor Agency as to an abandonment, suspension or directly failure to commence construction; or indirectly acquiesces (ii) thirty (30) days following the date of written notice thereof from Successor Agency as to a failure to complete construction within the time set forth in the Schedule of Performance (Attachment 5) (as such petitiontimes may be extended in accordance with the provisions hereof); (d) IfSubject to the provisions of Section 8.08, Developer defaults under any other agreement between Successor Agency and Developer and fails to cure the same in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developeraccordance with such other agreement, and same such default shall not be discharged have been cured within thirty (30) calendar days after such appointmentfollowing the date of written demand to cure by Successor Agency to Developer, provided that Successor Agency’s remedies for a default under the other agreement between Successor Agency and Developer shall be limited to the remedies respectively set forth therein; (e) If Developer shall misappropriate fails to pay any funds amount required to be paid hereunder, and such failure continues for a period of Owner thirty (30) days following the date of written notice thereof from Successor Agency; (f) Subject to the provisions of Section 8.08, Developer does not accept conveyance of the Public Parcel in violation of this Agreement upon tender by Successor Agency pursuant to this Agreement, or Developer fails to close by the Construction Lender in the possession or control Closing Date for any reason other than failure of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities Conditions or as otherwise provided herein, and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored failure shall not have been cured within five (5) Business Days business days following the date of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Workwritten demand to cure by Successor Agency to Developer; (g) IfDeveloper is in default under Successor Agency’s Equal Opportunity Program, at Attachment 13 and such default shall not have been cured within thirty (30) days following the date of written demand to cure by Successor Agency to Developer; provided, however, Successor Agency’s remedies for any time prior to the Completion Datedefault under Successor Agency’s Equal Opportunity Program shall be only as set forth in Successor Agency’s Equal Opportunity Program, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR MemberAttachment 13; (h) Failure Subject to achieve the Completion Milestones; orprovisions of Section 8.08, Developer fails to obtain a Site Permit with associated addenda, and all other necessary permits for the Improvements to be constructed on the Site within the periods of time specified in this Agreement or the Schedule of Performance, except as may be extended due to actions or requirements of DBI, and such failure continues for a period of thirty (30) days following the date of written notice thereof from Successor Agency; (i) If Subject to the TCR Member provisions of Section 8.08, Developer does not submit all material Project Approval Documents as required by this Agreement within the periods of time respectively provided therefor in the Schedule of Performance, and Developer does not cure such default within thirty (30) days following the date of written demand from Successor Agency; (j) Developer defaults in the performance of or violates any covenant, or any part thereof, set forth in Section 4.04, the then-effective provisions of Article 5, the Declaration of Site Restrictions, or in the Grant Deed, and such default or violation continues for a period of thirty (30) days after the date of written demand to cure from Successor Agency to Developer; or in the case of a default which is removed as not cured within thirty (30) days, Developer fails promptly to commence to cure such default and thereafter diligently to prosecute such cure to completion within a Manager reasonable time. (k) Subject to the provisions of Owner pursuant Section 8.08, Developer fails to perform under any other agreements or obligations on Developer’s part to be performed under this Agreement and such failure or breach continues for the period of time for any cure or the expiration of any grace period specified in this Agreement therefor, or if no such time or grace period is specified, within thirty (30) days after the date of written demand by Successor Agency to Developer to perform such agreement or obligation or cure such breach, or in the case of a default not susceptible of cure within thirty (30) days, Developer fails promptly to commence to cure such default and thereafter diligently to prosecute such cure to completion within a reasonable time including, without limitation, any obligations set forth in Sections 8.01(i) and 8.01(j). Notwithstanding the terms and provisions set forth in Section 5.9 8.01 above, if a default by Developer cannot be cured by the payment of money, then no Event of Default shall have occurred if Developer commences to cure such default within thirty (30) days after notice from Successor Agency and diligently prosecutes the LLC Agreementcure. In the event such default is not capable of being cured, Developer and Successor Agency shall cooperate in a manner that is mutually equitable in order to resolve such default.

Developer Default. Upon If, in the happening City’s judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any Event such default or breach or any rights or remedies it may have as a result of Default such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by Developerthe City and any cure periods described above have expired, Owner shall the City may elect to terminate this Agreement or exercise any right or remedy it may have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, including the right to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of specifically enforce the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions terms and conditions of this Agreement, and such failure shall continue uncured for thirty . If (30i) calendar days after the giving any voluntary or involuntary petition or similar pleading under any section or sections of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition or similar pleading, the same is not dismissed within sixty (60) days after the filing thereof), or (ii) any voluntary or involuntary proceeding in any courtcourt or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, pursuant to in the case of any statute such involuntary proceeding, the same is not dismissed within sixty (60) days after the filing thereof), or (iii) the Developer makes an assignment for the benefit of its creditors, or (iv) a trustee or receiver is appointed for the Developer or for the major part of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, Developer’s property and Developer files, consents to or directly or indirectly acquiesces to such petition; appointment is not dismissed within sixty (d60) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer , the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall misappropriate any funds of Owner or the Construction Lender be to record, in the possession or control Office of Developer (unless such misappropriation the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is caused terminated pursuant to the provisions of this Section, in which event this Agreement, by personnel employed in virtue of the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days recording of such misappropriation); (f) If Developer certificate, shall commit willful misconduct, gross negligence or an act ipso facto automatically become null and void and of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project no further force and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementeffect.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the The following events shall constitute an “Event be deemed to be events of Default” default by Developer under this Agreementagreement: 18.1.1 Developer fails to pay when due any installment of Gross Collected Revenue distribution or any other obligation under this agreement involving the payment of money and such failure continues for a period of 10 days following written notice thereof to Developer; provided, however, that if, during any calendar year during the Term of this agreement, the City has already given Developer two separate notices of any payment default on the part of Developer hereunder, no subsequent notice during the remainder of such calendar year shall be required in order for a payment delinquency to constitute an event of default hereunder – that is, the event of default will automatically occur on the third (aor any subsequent failure) If on the part of Developer shall fail to observe, perform pay timely any installment of revenue distribution or other monetary obligation during the remainder of such calendar year. 18.1.2 Developer fails to comply with any material term, covenant, agreement or condition provision of this Agreement which is to be observedagreement, performed or complied with by Developer under the provisions of this Agreementother than as described in Section 18.1.1 above, and either does not cure such failure shall continue uncured for thirty (30) calendar within 30 days after the giving of written notice thereof by Owner to Developer, or cures that particular failure but again fails to comply with the same provision of this agreement within three months following the City’s written notice to Developer specifying of the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such noticeprior violation. (b) If 18.1.3 Developer shall make or any guarantor of Developer’s obligations under this agreement becomes insolvent, or makes a general transfer in fraud of creditors, or makes an assignment for the benefit of creditors;. (c) If 18.1.4 Developer or any guarantor of Developer’s obligations under this agreement files a petition shall be filed by under any section or against Developer in chapter of the federal Bankruptcy Code, as amended, or under any court, pursuant to any similar law or statute of the United States or any state thereof; or, Developer or any guarantor of Developer’s obligations under this agreement is adjudged bankrupt or insolvent in proceedings filed against Developer or any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement guarantor of Developer’s obligations under this agreement. 18.1.5 A receiver or insolvency proceedings, and Developer files, consents to trustee is appointed for the Premises or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion substantially all of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate or any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance guarantor of Developer’s responsibilities and such individualobligations under this agreement. 18.1.6 Developer attempts to assign or in any manner transfer this 18.1.7 The failure of Developer to provide the City with a copy of Developer’s relationship with Developer is immediately terminated and MBE/WBE Program within the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreementperiod prescribed for Developer.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- court-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance an employee of Developer’s responsibilities Developer and such individual’s relationship with Developer employee's employment is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); , (fiii) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work;, or (iv) if CB Developer, LLC, a Georgia limited liability company, and an Affiliate of Developer, is removed as a "manager" of the Venture; or (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (hf) Failure to achieve the Completion Milestones; or (i) If Date by the TCR Member date of completion required by the Construction Lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is removed as a Manager of caused by Force Majeure and Developer promptly notifies Owner pursuant to Section 5.9 of the LLC Agreementdelay arising from said Force Majeure, to the extent such failure is not otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under the Construction Loan.

Developer Default. Upon Subject to and in accordance with the happening terms and conditions of this Development Agreement, (i) if the Developer fails to timely proceed to Closing on a Block of Phase 1 Property in accordance with the terms and conditions of this Development Agreement or otherwise materially breaches any Event of Default by Developerits other covenants and agreements under this Development Agreement with respect to Closing on a Block of Phase 1 Property, Owner shall have including a failure to satisfy any conditions precedent to achieve Closing, which failure is not cured within ten (10) Business Days following receipt of written notice from the absolute unconditional rightEDA (or, in addition the event such failure is not capable of being cured within such ten- (10-) Business Day period, such longer period as may be reasonably necessary to cure such failure, provided the Developer commences cure efforts within such ten- (10-) Business Day period and diligently pursues such efforts to completion) or (ii) if any other Developer Default occurs under this Development Agreement, the EDA shall be released from all other rights and remedies available to Owner obligations at law or in equityequity to convey the Phase 1 Property to the Developer and the EDA shall be entitled, as its sole and exclusive remedy for such default, to terminate this Development Agreement as to any Phase 1 Property for which Closing has not previously occurred and, to the extent any Developer Land Purchase Deposit is then on deposit with the Title Company or Escrow Agent, to receive the balance of funds constituting the Developer Land Purchase Deposit from the Title Company or Escrow Agent, as full liquidated damages for such default by giving written notice the Developer, the Parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by the EDA upon the Developer’s default, and that said Developer Land Purchase Deposit is a reasonable estimate of the EDA’s probable loss in the event of such termination to default by the Developer. Any one The EDA’s retention of said Developer Land Purchase Deposit is intended not as a penalty, but as full liquidated damages. The right to retain the Developer Land Purchase Deposit as full liquidated damages is the EDA’s sole and exclusive remedy in the event of such failure hereunder by the Developer with respect to the consummation of this transaction, and the EDA hereby waives and releases any right to (and hereby covenants that it shall not) sue the Developer: (i) for specific performance of this Development Agreement, or more (ii) to recover actual damages in addition to return of the following events shall constitute an “Event Developer Land Purchase Deposit. Notwithstanding the foregoing, the EDA hereby waives all claims that the EDA may have against the Developer for special, indirect, punitive, incidental, exemplary, or consequential damages or losses, including lost profits, loss of Default” by Developer under this Agreement: (a) If Developer shall fail to observebusiness opportunity, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such other similar damages as a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, pursuant to any statute of the United States or result of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and default by the Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate any funds of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction LoanClosing on a Block of Phase 1 Property hereunder, and the Project or City hereby waives all claims that it may have against the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities Developer as a representative result of any default or breach by the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC AgreementDeveloper hereunder.

Developer Default. Upon the happening Developer shall be considered in material default of this Master Development Agreement and such default shall be considered proper grounds for MILRA to terminate this Master Development Agreement (or any Event of Default by Developer, Owner shall have the absolute unconditional right, Particular Project Area Development Agreement if such default is particular to certain Project Area Development Agreement) (in addition to all other rights and the remedies available to Owner at law set forth in Section 5.3 below) for “cause”, in whole or in equitypart, if Developer: (i) fails to begin or complete the Work (or any portion thereof) within the time specified in the Development Schedule; or (ii) fails to properly and timely perform the Work in accordance with the Final Development Plans; or (iii) performs the Work unsuitably or neglects or refuses to remove materials or to correct or replace such Work (as applicable) as may be rejected as unacceptable or unsuitable; or (iv) discontinues the prosecution of the Work contrary to the requirements of this Master Development Agreement (or any Project Area Development Agreement); or (v) fails to resume Work which has been suspended within a reasonable time after being notified to do so; or (vi) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or (vii) allows any final judgment, which could reasonably have a material adverse impact on the Project (or any Project Area) or Developer’s ability to perform under this Master Development Agreement or any Project Area Development Agreement, to terminate this Agreement by giving written notice of such termination to Developer. Any one stand against it unsatisfied for more than 10 days; or more of the following events shall constitute (viii) makes an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; ; (cix) If fails to obey any petition shall applicable Governmental Regulations with respect to the Work and such failure could reasonably be filed expected to have a material adverse effect on the ability of Developer to perform under this Master Development Agreement or any Project Area Development Agreement; (x) acts or fails to act in a manner not otherwise described in clauses (i) through (ix), inclusive, or clause (xi) of this Section 5.1.1 which results in a significant and continuing detriment to MILRA (as reasonably determined by MILRA); or against Developer in (xi) materially breaches any court, pursuant other provision of this Master Development Agreement (after giving effect to any statute of the United States or of any Stateapplicable cure period); provided, in any bankruptcyhowever, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If Developer shall misappropriate entitled to any funds cure period as provided in Section 5.2 below for any Transfer or attempted Transfer in breach of Owner or the Construction Lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance of Developer’s responsibilities and such individual’s relationship with Developer is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); (f) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work; (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (h) Failure to achieve the Completion Milestones; or (i) If the TCR Member is removed as a Manager of Owner pursuant to Section 5.9 of the LLC Agreement6.3 below.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- court-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any funds of Owner or the Construction Lender construction lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance an employee of Developer’s responsibilities Developer and such individual’s relationship with Developer employee's employment is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); , (fiii) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work;, or (iv) if CB Developer, LLC, a Georgia limited liability company, and an Affiliate of Developer, is removed as a "manager" of the Venture ; or (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (hf) Failure to achieve the Completion Milestones; or (i) If Date by the TCR Member date of completion required by Owner's construction lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is removed as a Manager of caused by Force Majeure and Developer promptly notifies Owner pursuant to Section 5.9 of the LLC Agreementdelay arising from said Force Majeure, to the extent such failure is not otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under the Construction Loan.

Developer Default. Upon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in addition to all other rights and remedies available to Owner at law or in equity, to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the following events shall constitute an “"Event of Default” " by Developer under this Agreement: (a) If Developer shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the provisions of this Agreement, and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (c) If any petition shall be filed by or against Developer in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar court- court-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, and same shall not be discharged within thirty (30) calendar days after such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any funds of Owner or the Construction Lender construction lender in the possession or control of Developer (unless such misappropriation is caused by personnel employed in the performance an employee of Developer’s responsibilities Developer and such individual’s relationship with Developer employee's employment is immediately terminated and the misappropriated funds are restored within five (5) Business Days of such misappropriation); , (fiii) If Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Construction Loan, the Project or the Development Work;, or (iv) if CDP UCFP Developer, LLC, a Georgia limited liability company, and an Affiliate of Developer, is removed as a "manager" of the Venture ; or (g) If, at any time prior to the Completion Date, at least one of the Key Persons or another Person reasonably acceptable to the BR Investor does not continue to be actively involved in the Project and able to perform his or her responsibilities as a representative of the TCR Member; (hf) Failure to achieve the Completion Milestones; or (i) If Date by the TCR Member date of completion required by Owner's construction lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is removed as a Manager of caused by Force Majeure and Developer promptly notifies Owner pursuant to Section 5.9 of the LLC Agreementdelay arising from said Force Majeure, to the extent such failure is not otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under the Construction Loan.