Agmt10 R.C. Peninsula Park, LLC (2)

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From and after submission of any claim or demand to the City, the City shall be entitled to appoint its own independent counsel to represent it and the Developer shall pay all fees, costs, and expenses of whatever type or nature (including all staff time) incurred by the City within thirty (30) consecutive days of receipt of a demand for reimbursement of these costs, fees, or expenses by the City. A breach of this indemnity provision by the Developer shall constitute a material breach of the contract. The provisions of this Section 8.03 shall survive and continue after the termination of this Acquisition Agreement. ARTICLE IX TERMINATION Section 9.01. No Series 2011 Bonds. If, for any reason, the City does not issue any of the Series 2011 Bonds for the CFD by June 30, 2011, this Acquisition Agreement shall terminate and be null and void and of no further effect unless extended by mutual consent of the parties. Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the mutual, written consent of the City and the Developer, in which event the City may let contracts for any remaining work related to the Facilities not theretofore acquired from the Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay for same, and the Developer shall have no claim or right to any further payments for the Purchase Price of Facilities or Discrete Components hereunder, except as otherwise may be provided in such written consent. Section 9.03. City Unilateral Termination Right. The following events shall constitute grounds for the City, at its option, to terminate this Acquisition Agreement, without the consent or approval of the Developer: (a) The Developer or any successor or assign shall voluntarily file for reorganization or other relief under any Federal or State bankruptcy or insolvency law. (b) The Developer or any successor or assign shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of Developer, or shall suffer an attachment or levy of execution to be made against the property it owns within the CFD unless, in any of such cases, such circumstance shall have been terminated or released within thirty (30) days thereafter. (c) The Developer or any successor or assign shall abandon construction of the Facilities. Failure for a period of ninety (90) consecutive days to continue substantial work related to the construction of the Facilities, once such work has commenced, other than for a reason specified in Section 9.04 hereof, shall constitute a noninclusive example of such abandonment. -26-