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ARTICLE VII DEFAULT; REMEDIES Section 7.1 In General. Except as otherwise provided in this Agreement, in the event of any default under or breach of this Agreement by any party hereto, or any successor to such party, such party (or successor) shall, upon written notice from the other, proceed immediately to cure or remedy such default or breach within thirty (30) days after receipt of such notice, or in the event the default or breach cannot be cured within thirty (30) days, such longer prior of time as may be reasonable, but in no event longer than one hundred twenty (120) days after receipt of the notice, unless otherwise agreed in writing by the parties. In case such action is not taken or not diligently pursued, or the default or breach is not cured or remedied within such times as set forth in this paragraph, the aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including proceedings to compel specific performance by the party in default or breach of its obligations. For the purposes of clarity and the avoidance of doubt, in no event shall a default by one Developer under this Agreement be a default by another Developer hereunder. Section 7.2 Force Maieure. Except as otherwise specifically provided herein, Developer shall not be considered in default of its obligations to be performed under this Agreement if delay in the performance of such obligations is due to a Force Majeure Event, it being the purpose and intent of this Section that in the event of the occurrence of any such Force Majeure Event, the time or times for performance of such obligations shall be extended for the period of the enforced delay. Section 7.3 Bankruptcy. Without limiting the generality of Section 7.1, it is an event of default with respect to a Developer hereunder if such Developer: (a) makes any assignment of its property for the benefit of creditors; (b) permits the appointment of a receiver, trustee or assignee with respect to all or substantially all of its assets; (c) declares bankruptcy or insolvency; or (d) has any bankruptcy proceedings commenced by or against it, provided, however, the commencement of an involuntary proceeding against a Developer shall not be an event of default if dismissed within sixty (60) days following commencement. Section 7.4 Other Rights and Remedies; No Waiver by Delay. The City and each Developer have the right to institute such actions or proceedings as they may deem desirable for effectuating the purposes of this Article; provided, that any delay by the City or a Developer in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Article shall not operate as a waiver of such rights or to deprive it of or limit such right in any way, nor shall any waiver in fact made by the City or a Developer with respect to any specific default by the City or a Developer under this Article be considered or treated as a waiver of the rights of the City or a Developer with respect to any other defaults by the City or a Developer under this Article or with respect to the particular default except to the extent specifically waived in writing. -10- 19575939-4