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7.A. - Page 243 ARTICLE 3 DEFAULTS AND TERMINATION 3.1 Event of Default. Each of the following shall constitute an "Event of Default" under this Parking Covenant and Agreement: 3.1.1 Failure by a Party to comply with and observe any of the conditions, terms, or covenants set forth in this Parking Covenant and Agreement, if such failure remains uncured within thirty (30) days after written notice of such failure from the other Party in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Party in default fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period, notice requirement, or remedy is specified under any other section of this Parking Covenant and Agreement, then the specific provision shall control. 3.1.2 Notwithstanding the foregoing, Developer understands and acknowledges that a default in its obligations under this Parking Covenant and Agreement may constitute a default of the Parking Facilities Agreement. In the event of Developer default under this Parking Covenant and Agreement, Developer agrees to defend, indemnify and hold harmless the City as a result of Developer's default under this Parking Covenant and Agreement for a related alleged breach of Section VII.B. of the Parking Facilities Agreement and the provision of the "Regular Block Two Parking Spaces" (as defined in the Parking Facilities Agreement). 3.1.3 It is further understood by the Parties that Developer's compliance with this Parking Covenant and Agreement shall be deemed to fully satisfy any and all obligations arising out of the Parking Facilities Agreement as it relates to the Site, the Project and the Existing Public Parking. Provided that Developer is not in default of this Parking Covenant and Agreement, City shall defend, indemnify, and hold harmless the Developer for any claims, actions, suits brought or made against the Developer as a result of City's default under this Parking Covenant and Agreement or for any alleged breach of any City obligation arising out of the Parking Facilities Agreement. ARTICLE 4 MISCELLANEOUS TERMS 4.1 Entire A�reement. This Parking Covenant and Agreement contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Parking Covenant and Agreement shall be of no force and effect. This Parking Covenant and Agreement may be amended only by a subsequent document in writing signed by the party to be charged. 4.2 A�rovals. Approvals and consents required of City hereunder shall not be unreasonably withheld, and City's approval or disapproval shall be given within the times set forth in this Agreement, or if no time is given, within thirty (30) days after request therefore. The failure of City to approve or disapprove within such time limits shall be deemed an approval. 82483.00009\7966105.7 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM g REV: 07-19-13 PT