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

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(d) The Developer or any successor or assign breaches any term or provision of this Acquisition Agreement and such breach is not cured within thirty (30) days following receipt by Developer of written notice thereof (e) The Developer or any successor or assign fails or refuses to deliver Acceptable Title to the City for any Facilities, subject to timely action by the City to accept title. (f) Subject to the provisions of Section 10.07 below, the Developer shall transfer any of its rights or obligations under this Acquisition Agreement without the prior written consent of the City. (g) The Developer or any successor or assign makes or has made any misrepresentation or omission in any written materials furnished in connection with any preliminary official statement, official statement or bond purchase contract used in connection with the sale of the Bonds . (h) The Developer or any of its Affiliates shall at any time challenge the validity of the CFD or any of the Bonds, or the levy of Special Taxes within the CFD, other than on the grounds that such levy was not made in accordance with the terms of the RMA. (i) The Developer elects to perform or have its agent perform work under the provisions of Section 4.03(C), but fails to continue the work with diligence to completion, as described in the second paragraph of Section 4.03(C). If any such event occurs, the City shall give written notice of the breach to the Developer, and provide Developer with ten (10) consecutive days from the date of notice to cure the breach. Such period may be extended, at the sole discretion of the City, if the Developer, to the satisfaction of the City, is proceeding with reasonable diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined solely by the City, the Developer has not eliminated or completely mitigated such grounds, to the reasonable satisfaction of the City, the City may then unilaterally terminate this Acquisition Agreement. Notwithstanding the foregoing, so long as any event listed in any of clauses (a) through and including (h) above has occurred, notice of which has been given by the City to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the City may in its discretion cease making payments for the Purchase Price of Facilities or Discrete Components under Article V hereof. Section 9.04. Remedies For Breach. In the event either party breaches any term or provision of this Agreement, the other party shall be entitled to pursue any and all remedies provided by California law in addition to the unilateral termination right granted in Section 9.03. These remedies shall expressly include a lawsuit for damages or for specific performance of the Agreement in addition to any other remedies provided by California law. In the event the either party is owed any sums of money as a result of any breach of this Agreement by the other party, all such sums shall earn interest at the rate of 11/2% per month until paid in full. In the event Developer breaches any term or provision of this Acquisition Agreement, the City shall also have -27-