Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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(i) By the party for whose benefit the conditions exists: despite the Parties' good faith efforts, the conditions as set forth in Article 2 cannot be met within the time and in the manner specified in the applicable sections of Article 2; (ii) By Developer or the City: The Developer, despite good faith efforts, is unable to obtain the Project Approvals necessary for the Project; (iii) By Developer or the City: The City, despite good faith efforts, is unable to convey the Public Access Parcels and the Sliver Parcel to the Developer due to an inability or election not to remove a disapproved title condition as specified in Developer's notice, as set forth in Section 2.3; or (iv) By Developer or the City: The Developer determines the physical condition of the Public Access Parcels or Sliver Parcel is not suitable far development in accordance with Section 2.9. (b) Notice. Upon the occurrence of an event described in Section 7.2(a), and at the election of either Party, this Agreement may be terminated by written notice to the other party, provided, that notwithstanding the foregoing, prior to the termination of this Agreement pursuant to this Section 7.2, the parties shall meet in good faith to discuss alternative approaches to satisfying the Developer precondition or accomplishing the City conveyance, as the case may be. (c) Effect of Termination. After a termination pursuant to this Section 7.2, and payment of any remaining costs of City entitled to be reimbursed under the Reimbursement Agreement, the parties shall each pay one-half of any costs to terminate the Escrow, and the Escrow Agent shall return the funds and documents in accordance with the provisions of Section 2.4 of this Agreement. Thereafter neither party shall have any rights against or liability to the other under this Agreement. 7.3 Fault of the City. (a) City Events of Default. EXCept as to events constituting a basis for termination under Section 7.2, each of the following events, if uncured after expiration of the applicable cure period, shall constitute a"City Event of Default": (i) Except as provided in Section 7.2, the City does not tender conveyance of the Public Access Parcels and Sliver Parcel or possession in the manner and condition or by the date provided in this Agreement and the Developer is otherwise entitled to such conveyance; or (ii) Any representation, warranty or disclosure made to the Developer by the City regarding this Agreement, the Site or the Project is materially false or misleading; or (iii) The City breaches any other material provision of this Agreement. (b) Notice. Upon the occurrence of any of the above-described events, the Developer shall first notify the City in writing of its purported breach or failure. In the event the ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 29 of 40 82483.00019\9644366.l 6