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<br />a. Subject to the extensions of time set forth in <br />Section 6.05 hereof, failure or delay by either party to perform <br />any term or provision of this Agreement shall constitute a default <br />under this Agreement; provided, however, that if a party otherwise <br />in default commences to cure, correct or remedy such default within <br />the time specified for that default, or if no time is specified, <br />then within thirty (30) calendar days after receipt of written <br />notice specifying such default and shall diligently and <br />continuously prosecute such cure, correction or remedy to <br />completion (and where any time limits for the completion of such <br />cure, correction or remedy are specifically set forth in this <br />Agreement, then within said time limits), such party shall not be <br />deemed to be in default hereunder. <br /> <br />b. The injured party shall give written notice of <br />default to the party in default, specifying the default complained <br />of by the nondefaulting party. Delay in giving such notice shall <br />not constitute a waiver of any default nor shall it change the time <br />of default. <br /> <br />c. Any failure or delays by either party in asserting <br />any of its rights and remedies as to any default shall not operate <br />as a waiver of any default or of any such rights or remedies. <br />Delays by either party in asserting any of its rights and remedies <br />shall not deprive either party of its right to institute and <br />maintain any actions or proceedings which it may deem necessary to <br />protect, assert or enforce any such rights or remedies. <br /> <br />Section 5.02. <br /> <br />Leqal Actions. <br /> <br />a. In addition to any other rights or remedies, either <br />party may institute legal action to cure, correct or remedy any <br />default, to recover damages for any default, or to obtain any other <br />remedy consistent with the purposes of this Agreement, except where <br />a remedy is indicated in this Agreement to be the sole remedy <br />available. Such legal actions must be instituted in the Superior <br />Court of the County of San Mateo, State of California or in the <br />Federal District Court in the Northern District of California. <br />Notwithstanding any other language in this Agreement to the <br />contrary, in the case where any claim by the Developer is covered <br />by the terms of the Title Policy, the Developer agrees to look <br />solely to the Title Company and payment under the title policy for <br />its remedy. <br /> <br />b. The laws of the State of California shall govern the <br />interpretation and enforcement of this Agreement. <br /> <br />38 <br /> <br />REDW\0006\DOC\001-7 <br />3/29/05 3:15 /rove <br />