Agmt01 Western Innisfree Ventures LLC

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§604 Effect of Violation of the Terms and Provisions of this Article 6 After Completion of Construction The Agency is deemed the beneficiary of thc terms and provisions of this Article 6 and of the covenants running with the land for and in its own right and for thc purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Article 6 and the covenants running with the land have bccn provided. This Article 6 and thc covenants contained herein shall run in favor of thc Agency without regard to whether thc Agency has been, remains or is an owner of any land or interest therein in thc Project Site. The Agency shall have thc right, if the covenants of this Article 6 are breached, after notice to Developer, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce thc curing of such breaches to which it or any other beneficiaries of this Article 6 and the covenants contained herein may bc entitled. Notwithstanding any provision herein to thc contrary, upon thc sale or other transfer of any portion of the Project after issuance of a Certificate of Completion, Developer shall be released from and have no further responsibility for the performance or failure to perform any of the requirements of this Article 6 occurring subsequent to such sale or transfer with respect to the portion sold or transferred. Article 7. RESERVED Article 8. DEFAULTS AND REMEDIES §801 Defaults in General Subject to the extensions of time set forth in Section 1004 of this Agreement, material failure or material delay by either party in performing or complying with any material term or material provision of this Agreement will constitute a default under this Agreement ("Default"). Any party claiming a Default ("Claimant") shall give written notice of Default to the other party, specifying such Default. For purposes of this Agreement, the term "Default" does not include a default of the kind described in Section 515 of this Agreement. The Claimant's rights to institute legal proceedings or terminate this Agreement are subject to the cure rights provided for in Sections 807(C) and 808(C). Either party exercising its right to terminate this Agreement under this Article 8 shall do so by providing written notice of such termination in accordance with Section 1002 of this Agreement. After termination, neither Developer nor the Agency nor the City shall have any rights against, or liability to, any other party under this Agreement, except as otherwise set forth in this Agreement. §802 Institution of Legal Actions Any legal action must be instituted in the Superior Court of the County of San Mateo, State of California. 34 DOCSSF1:648942.4 9975-5 C14 120502