Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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City does not then cure the default within thiriy (30) days (or, if the default is not susceptible of cure within such thirty-day period, the City fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then the Developer shall be entitled to any rights afforded it in law or in equity by taking any or all of the following remedies: (i) termination of this Agreement by written notice to the City; or (ii) seeking any other remedy available at law or in equity (including mandamus), provided, however, the Developer shall not be entitled to recover consequential damages or damages for lost profits. If Developer chooses to terminate this Agreement under subparagraph (i) above, and Escrow has not closed on the conveyance of the Public Access Parcels and Sliver Parcel from City to Developer, the Escrow Agent shall return any amounts deposited by Developer in Escrow to Developer and the City shall return the remainder of any Evergreen Deposit (as defined in the Reimbursement Agreement) provided to City under the Reimbursement Agreement to Developer after deducting therefrom any expenses incurred by the City prior to such termination (it being understood and agreed that in no event shall Developer be required to pay for any costs related to an actual default under this Agreement by City), and thereafter the parties shall have no further obligations to or liabilities against each other. 7.4 Fault of the Developer. (a) Developer 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 "Developer Event of Default": (i) The Developer fails to satisfy any other monetary obligation of Developer under this Agreement, and such default continues for seven (7) business days after notice from the City, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment; (ii) The Developer transfers or assigns or attempts to transfer or assign this Agreement or any rights herein or in the Site or the building or improvements thereon in violation of this Agreement; (iii) There is any significant change in the ownership or identity of the Developer or the parties in control of the Developer or the degree thereof contrary to the provisions of Section 8.2 hereof; (iv) The Developer does not submit evidence that it has the necessary equity capital and mortgage financing for acquisition and development of the Site in satisfactory form and in the manner and by the date provided in this Agreement; (v) The Developer fails to submit to the City the construction plans, drawings and related documents as required by this Agreement; (vi) The Developer does not take all actions necessary to take title to the easements in the Public Access Parcels and the Sliver Parcel under tender of conveyance by the City pursuant to this Agreement; ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 30 of 40 82483.00019\9644366.16