Common use of Developer Default Clause in Contracts

Developer Default. If, in the City’s judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition or similar pleading, the same is not dismissed within sixty (60) days after the filing thereof), or (ii) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, in the case of any such involuntary proceeding, the same is not dismissed within sixty (60) days after the filing thereof), or (iii) the Developer makes an assignment for the benefit of its creditors, or (iv) a trustee or receiver is appointed for the Developer or for the major part of the Developer’s property and such appointment is not dismissed within sixty (60) days after such appointment, the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effect.

Developer Default. IfUpon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in the City’s judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part addition to fulfill its obligations under this Agreement. Except as required all other rights and remedies available to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have Owner at law or in equity, including to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the right following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to specifically enforce observe, perform or comply with any term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the terms and conditions provisions of this Agreement. , and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (ic) If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against Developer in any court, whether or not pursuant to any statute of the Developer (andUnited States or of any State, in the case of any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such involuntary petition petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar pleadingcourt-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, the and same is shall not dismissed be discharged within sixty thirty (6030) calendar days after the filing thereof)such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any voluntary funds of Owner or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, Construction Lender in the case possession or control of any Developer (unless such involuntary proceeding, misappropriation is caused by an employee of Developer and such employee's employment is immediately terminated and the same is not dismissed misappropriated funds are restored within sixty five (605) days after the filing thereofBusiness Days of such misappropriation), or (iii) Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Developer makes an assignment for Construction Loan, the benefit of its creditorsProject or the Development Work, or (iv) if CB Developer, LLC, a trustee or receiver Georgia limited liability company, and an Affiliate of Developer, is appointed for the Developer or for the major part removed as a "manager" of the Developer’s property Venture; or (f) Failure to achieve the Completion Date by the date of completion required by the Construction Lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is caused by Force Majeure and such appointment is not dismissed within sixty (60) days after such appointment, Developer promptly notifies Owner of the City may electdelay arising from said Force Majeure, to the extent such election is permitted by law and failure is not unenforceable otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectConstruction Loan.

Developer Default. IfUpon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in the City’s judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part addition to fulfill its obligations under this Agreement. Except as required all other rights and remedies available to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have Owner at law or in equity, including to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the right following events shall constitute an “Event of Default” by Developer under this Agreement: (a) If Developer shall fail to specifically enforce observe, perform or comply with any term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the terms and conditions provisions of this Agreement. , and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (ic) If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against Developer in any court, whether or not pursuant to any statute of the Developer (andUnited States or of any State, in the case of any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such involuntary petition petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar pleadingcourt-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, the and same is shall not dismissed be discharged within sixty thirty (6030) calendar days after the filing thereof)such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any voluntary funds of Owner or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, construction lender in the case possession or control of any Developer (unless such involuntary proceeding, misappropriation is caused by an employee of Developer and such employee's employment is immediately terminated and the same is not dismissed misappropriated funds are restored within sixty five (605) days after the filing thereofBusiness Days of such misappropriation), or (iii) Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Developer makes an assignment for Construction Loan, the benefit of its creditorsProject or the Development Work, or (iv) if CB Developer, LLC, a trustee or receiver Georgia limited liability company, and an Affiliate of Developer, is appointed for the Developer or for the major part removed as a "manager" of the Developer’s property Venture ; or (f) Failure to achieve the Completion Date by the date of completion required by Owner's construction lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is caused by Force Majeure and such appointment is not dismissed within sixty (60) days after such appointment, Developer promptly notifies Owner of the City may electdelay arising from said Force Majeure, to the extent such election is permitted by law and failure is not unenforceable otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectConstruction Loan.

Developer Default. If, in The occurrence of any of the City’s judgment, following shall be an “Event of Default” by the Developer is in material default or a “Developer Default”: (a) The failure of the Developer to pay to the Owner any amounts when due and payable under this Developer Agreement, including the City shall provide payment of the Liquidated Damages, if such failure continues for ten (10) calendar days after the Owner gives Notice to the Developer that such amount was not paid when due; (b) The failure of the Developer to achieve Substantial Completion on or before the Hotel Completion Deadline; (c) The failure of the Developer to perform any Insurance Covenant if such failure is not remedied within five (5) calendar days after the Owner gives Notice to the Developer of such failure; (d) Any breach by the Developer of the terms or provisions of Section 6.1 if such breach continues for fifteen (15) calendar days after the Owner gives Notice to the Developer of such breach; (e) The failure of the Developer to pay any of the Hotel Project Improvements Costs when due and payable under the Construction Documents if such failure continues for ten (10) calendar days after the Owner gives Notice to the Developer of such failure, subject to the Developer’s right to contest the payment of any such costs in accordance with Section 7.8 hereof and subject also to the Developer having received the necessary funds for such payments; (f) Any termination of the Hotel Project Improvements Construction Contract without the Consent of the Owner unless pursuant to a written statement indicating right of termination based upon the existence of any event of default under the Hotel Project Improvements Construction Contract; (g) The failure of the Developer to keep, observe or perform any of the material terms, covenants or agreements contained in adequate detail any material failure this Developer Agreement on the Developer’s part to fulfill its obligations under this Agreement. Except as required be kept, performed or observed (other than those referred to protect against further damages, the City may not exercise any remedy against Developer in connection with Sections 13.1.1(a)-(f) above) if: (i) such failure until is not remedied by the Developer within thirty (30) calendar days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for Notice from the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result Owner of such default default; or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1ii) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition default which cannot with due diligence and good faith be cured within thirty (30) calendar days, the Developer fails to commence to cure such default within thirty (30) calendar days after such default, or similar pleadingthe Developer fails to prosecute diligently the cure of such default to completion within such additional period as may be reasonably required to cure such default with diligence and in good faith; it being intended that, in connection with any such default which is not susceptible of being cured with due diligence and in good faith within thirty (30) calendar days but is otherwise reasonably susceptible to cure, the time within which the Developer is required to cure such default shall be extended for such additional period as may be necessary for the curing thereof with due diligence and in good faith; (h) Any representation or warranty confirmed or made in this Developer Agreement or in any other Project Document by the Developer shall be found to have been incorrect in any material respect when made or deemed to have been made and the same is not dismissed corrected within sixty thirty (6030) calendar days after the Owner gives Notice to the Developer of the same; (i) The occurrence of any one or more of the following: (1) filing thereof)by the Developer of a voluntary petition in bankruptcy; (2) adjudication of the Developer as a bankrupt; (3) approval as properly filed by a court of competent jurisdiction of any petition or other pleading in any action seeking reorganization, rearrangement, adjustment or composition of, or in respect of the Developer under the United States Bankruptcy Code or any other similar state or federal law dealing with creditors’ rights generally; (ii4) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay material portion of the Developer’s debts assets are levied upon by virtue of a writ of court of competent jurisdiction involving a judgment in excess of One Million Dollars (and, in $1,000,000.00); (5) insolvency of the case of any such involuntary proceeding, the same is not dismissed within sixty Developer; (606) days after the filing thereof), or (iii) assignment by the Developer makes an assignment of all or substantially of its assets for the benefit of its creditors, or ; (iv7) a trustee or receiver is appointed initiation of procedures for the Developer or for the major part involuntary dissolution of the Developer, unless within ninety (90) calendar days after such filing, the Developer causes such filing to be stayed or discharged; (8) the Developer ceases to do business as an ongoing enterprise; and (9) appointment of a receiver, trustee or other similar official for the Developer, or the Developer’s property and such appointment is not dismissed Property, unless within sixty ninety (6090) calendar days after such appointment, the City may elect, Developer causes such appointment to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with be stayed or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectdischarged.

Developer Default. IfUpon the happening of any Event of Default by Developer, Owner shall have the absolute unconditional right, in the City’s judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part addition to fulfill its obligations under this Agreement. Except as required all other rights and remedies available to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have Owner at law or in equity, including to terminate this Agreement by giving written notice of such termination to Developer. Any one or more of the right following events shall constitute an "Event of Default" by Developer under this Agreement: (a) If Developer shall fail to specifically enforce observe, perform or comply with any term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by Developer under the terms and conditions provisions of this Agreement. , and such failure shall continue uncured for thirty (30) calendar days after the giving of written notice thereof by Owner to Developer specifying the nature of such failure, unless such failure can be cured but is not susceptible of being cured within said thirty (30) calendar day period, in which event such a failure shall not constitute an Event of Default if Developer commences curative action within said thirty (30) calendar day period, and thereafter prosecutes such action to completion with all due diligence and dispatch and completes such cure within ninety (90) calendar days after the giving of such notice. (b) If Developer shall make a general assignment for the benefit of creditors; (ic) If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against Developer in any court, whether or not pursuant to any statute of the Developer (andUnited States or of any State, in the case of any bankruptcy, reorganization, dissolution, liquidation, composition, extension, arrangement or insolvency proceedings, and Developer files, consents to or directly or indirectly acquiesces to such involuntary petition petition; (d) If, in any proceeding, a receiver, trustee, liquidator or similar pleadingcourt-appointed agent be appointed for all or a substantial portion of the property or assets of Developer, the and same is shall not dismissed be discharged within sixty thirty (6030) calendar days after the filing thereof)such appointment; (e) If (i) Developer shall intentionally fail or willfully refuse, in bad faith, to perform any of its duties or obligations hereunder, (ii) Developer shall misappropriate any voluntary funds of Owner or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, construction lender in the case possession or control of any Developer (unless such involuntary proceeding, misappropriation is caused by an employee of Developer and such employee's employment is immediately terminated and the same is not dismissed misappropriated funds are restored within sixty five (605) days after the filing thereofBusiness Days of such misappropriation), or (iii) Developer shall commit willful misconduct, gross negligence or an act of fraud against Owner or otherwise in connection with the Developer makes an assignment for Construction Loan, the benefit of its creditorsProject or the Development Work, or (iv) if CDP UCFP Developer, LLC, a trustee or receiver Georgia limited liability company, and an Affiliate of Developer, is appointed for the Developer or for the major part removed as a "manager" of the Developer’s property Venture ; or (f) Failure to achieve the Completion Date by the date of completion required by Owner's construction lender under the applicable loan documents governing Owner's Construction Loan, subject to the following sentence. Such date shall be adjourned to the extent the failure to achieve the Completion Date by such date is caused by Force Majeure and such appointment is not dismissed within sixty (60) days after such appointment, Developer promptly notifies Owner of the City may electdelay arising from said Force Majeure, to the extent such election is permitted by law and failure is not unenforceable otherwise a default (i.e. beyond applicable grace periods, including, without limitation, any applicable "force majeure" provisions) under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectConstruction Loan.

Developer Default. If, in A. In the City’s judgment, event the Developer is (i) does not obtain the Approvals by the Approval Date, as same may be extended, as provided in material default Section 5 of this AgreementDeclaration, (ii) fails to achieve substantial completion of the City shall provide Retail Component by the Developer with a written statement indicating in adequate detail any material failure on the Developer’s part to fulfill its obligations under this Agreement. Except Retail Completion Date, as required to protect against further damages, the City same may not exercise any remedy against Developer in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30Unavoidable Delays, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition or similar pleading, the same is not dismissed within sixty (60) days after the filing thereof), or (ii) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, in the case of any such involuntary proceeding, the same is not dismissed within sixty (60) days after the filing thereof), or (iii) fails to achieve substantial completion of the Developer makes an assignment for Residential Component by the benefit Residential Completion Date, as same may be extended as a result of its creditorsUnavoidable Delays, or (iv) fails to make any Project Payment when due, the CRA and the County (as applicable) may declare the Developer in default by sending a trustee or receiver is appointed for Notice of Default (the “Default Notice”). The Default Notice shall be hand delivered to the Developer or for mailed to the major part Developer by certified mail, return receipt requested. The Default Notice shall be deemed delivered upon the date received if hand delivered, or if mailed, on the date the return receipt is executed or the date delivery is refused. Upon receipt, or deemed receipt, of the Developer’s property and such appointment is not dismissed within sixty Default Notice, the Developer shall have ninety (6090) days after such appointmentto cure (the “Default Cure Period”). Extensions of the Default Cure Period shall not be unreasonably withheld, conditioned or delayed for good cause shown, in the sole discretion of the CRA if the CRA has issued the Default Notice, or in the sole discretion of the County if the County has issued the Default Notice. B. In the event the Default Notice is issued pursuant to Section 8(A)(i), the City Developer may electextend the Approval Period for twenty-four (24) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A). The extension of the Approval Period pursuant to this Section 8(B) to cure a default pursuant to Section 8(A)(i) is a one time right of the extent such election Developer and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(i). C. In the event the Default Notice is permitted issued pursuant to Section 8(A)(ii), the Developer may extend the Retail Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional twenty-four (24) months by law paying to each of the County and the CRA Two Hundred Fifty and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A). The extension of the Retail Completion Date pursuant to this Section 8(C) to cure a default pursuant to Section 8(A)(ii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(ii). D. In the event the Default Notice is issued pursuant to Section 8(A)(iii), the Developer may extend the Residential Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional twenty-four (24) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 8(A). The extension of the Residential Completion Date pursuant to this Section 8(D) to cure a default pursuant to Section (A)(iii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 8(A)(iii). E. In the event the Default Notice is issued pursuant to 8(A)(i) (ii) or (iii) of this Declaration, and is not unenforceable under applicable federal bankruptcy lawscured prior to the end of the Default Cure Period, but as same may be extended, in accordance with the last sentence of Section 8(A), the Project Payment shall be accelerated and be immediately due and payment in full to the CRA and the County, and title to F. If the Default Notice is issued pursuant to Section 8A(iv) and same is not requiredcured within the Default Cure Period, then all remaining Project Payments together with or without notice of a fifteen percent (15%) penalty shall be automatically accelerated and shall be deemed immediately due and payable to the County and the CRA. In such election event, the County and with or without entry or other action the CRA shall have the right to pursue any and all remedies against the Developer for the outstanding amounts. G. The Developer shall be liable to the County and the CRA for all reasonable attorneys fees and costs incurred by the City, County and the CRA as a result of Developer Default. H. Any payments made to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, County and the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated CRA pursuant to the provisions of this SectionSection 8(B), in which event this Agreement, by virtue of the recording of such certificate, 8(C) and 8(D) shall ipso facto automatically become null not constitute a Project Payment and void and of no further force and effectshall not be credited against any Project Payment.

Developer Default. IfThe following events shall constitute an "Event of Default" by Developer: (i) If Developer shall fail to perform any material obligation under this Agreement. (ii) If Developer persistently or repeatedly refuses or fails to cause to be supplied to the Project enough properly skilled workers or proper materials to complete the Project, in including Tenant Improvements, or if Developer ceases work on the City’s judgment, Project for a period of fourteen (14) consecutive days (subject to Unavoidable Delays); (iii) If Developer misappropriates any funds received by Developer pursuant to the Developer is in material default provisions of this Agreement; (iv) If Developer persistently disregards and fails to comply with laws, ordinances or rules, regulations or orders of a public authority having jurisdiction over the City Project. (v) If, due to the actions of Developer, any Permit required for construction of the Project shall provide the Developer with a written statement indicating in adequate detail be revoked or canceled; (vi) If there shall occur any material failure lien or other encumbrance on the Developer’s part to fulfill Building Land or the Project caused by Developer which is not bonded and removed in accordance with Section 19 above; (vii) If there shall have occurred defective workmanship or materials within the Project which is not cured within the time period provided in Section 7 of this Agreement; (viii) If Developer shall have assigned, pledged or encumbered its rights, duties or obligations under this Agreement. Except as required to protect against further damages, the City may not exercise any remedy against Developer Agreement in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) days period shall be extended for such time as is reasonably necessary for the curing violation of the same, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach Section 25 of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2ix) The If any warranty made by Developer has failed to maintain and operate the Property as set forth in accordance with City codes and ordinances and has not cured such violation Section 13 shall be untrue or breached in the manner herein set forthany material respect; or (3x) The If Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary files a petition or similar pleading under any section or sections of any for bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition or similar pleading, the same is not dismissed within sixty (60) days after the filing thereof), or (ii) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, in the case of any such involuntary proceeding, the same is not dismissed within sixty (60) days after the filing thereof), or (iii) the Developer if it makes an a general assignment for the benefit of its Xxxxxxxxx's creditors, or (iv) if a trustee or receiver is appointed for the Developer on account of Developer's insolvency and any such petition or for the major part of the Developer’s property and such appointment is not dismissed within sixty (60) days after such appointment, the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectdays.

Developer Default. 13.1.1 If, in the City’s judgmentat any time, the Developer is in or MMPI shall: (a) commit a material default breach of this Agreement, Agreement (including the City shall provide the Developer with failure to pay any sums or amounts required hereunder) that remains uncured for a written statement indicating in adequate detail any material failure on the Developer’s part to fulfill its obligations under this Agreement. Except as required to protect against further damages, the City may not exercise any remedy against Developer in connection with such failure until period of more than thirty (30) days after giving its receipt of written notice of default from the County, identifying with particularity such notice. If failure or violation (a "County Default Notice") (provided, however, that if such default matter, other than the non-payment of amounts required hereunder, cannot be cured within such thirty (30) day period, Developer or MMPI shall not be in default if Developer or MMPI shall commence the cure within such thirty (30) days period shall be extended for such time as is reasonably necessary for and thereafter diligently pursues the curing of the samecure thereof to completion, so long as the provided further that Developer diligently proceeds with such cure. If such default is cured within such extended period, the default or MMPI shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: more than one hundred twenty (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of any such involuntary petition or similar pleading, the same is not dismissed within sixty (60120) days after the filing thereofto cure such matter), or ; (iib) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, in the case of any such involuntary proceeding, the same is not dismissed within sixty (60) days after the filing thereof), or (iii) the Developer makes an make a general assignment for the benefit of its creditors, or (iv) a trustee if bankruptcy, reorganization, receivership, insolvency, liquidation or receiver is appointed for the other similar proceedings are instituted by or against Developer or MMPI that result in the entry of an order for the major part of the Developer’s property and any such appointment relief and, if such proceedings are instituted against Developer or MMPI, such order is not dismissed vacated, discharged, stayed or bonded pending appeal within sixty ninety (6090) days after such appointment, the City may elect, entry thereof; or (c) any representation or warranty made by Developer or MMPI herein shall prove to the extent such election is permitted by law have been incorrect when made in any material and is not unenforceable under applicable federal bankruptcy laws, but is not required, adverse respect (with each or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office any of the Will County Recorderforegoing being a "Developer Default"), then the same shall constitute a Certificate default hereunder and, upon the occurrence of a Developer Default, executed by City Manager, stating that this Agreement is terminated pursuant subject to the provisions of Article 15, the County may exercise any and all remedies available at law and in equity. If the County terminates this SectionAgreement resulting from a Developer Default, then Developer shall be obligated, at the County's request, to assign its rights under the Architect Agreements, Construction Agreement and any other agreements relating to the Project to which Developer or MMPI is a party, as necessary, in which event this Agreement, by virtue order for the County to complete the Facility as contemplated hereunder. Any dispute in respect of the recording occurrence of such certificate, a Developer Default under clauses (a) or (c) above shall ipso facto automatically become null and void and of no further force and effectbe an Arbitration Dispute.

Developer Default. If, in The following (after receipt of notice and the City’s judgment, expiration of the applicable grace and cure periods) shall be an event of default by the Developer is in material default of this Agreement, the City shall provide (referred to herein as “Developer Default”): (a) Failure by the Developer with a written statement indicating in adequate detail to observe or perform any material failure on of the Developer’s part to fulfill its covenants, agreements, or obligations under set forth in this Agreement. Except as required to protect against further damages, the City may not exercise any remedy against Developer LDA within such notice period (which shall in connection with such failure until all instances include thirty (30) days after giving written notice of default provided to Developer by the Town or if such notice. If such default canDeveloper Default is not be capable of being cured within such thirty (30) day perioddays, such other time as may be reasonably required to cure such Developer Default, and provided that the Developer commences diligent efforts to cure such default as soon as practicable) and subject to such cure provisions as are provided for in this Agreement; (b) Prior to filing of the Certificate of Substantial Completion, failure by the Developer, after expiration of all applicable cure periods (which shall in all instances include thirty (30) days period shall be extended for after written notice of default provided to Developer by the Town or if such Developer Default is not capable of being cured within thirty (30) days, such other time as is may be reasonably necessary for the curing of the samerequired to cure such Developer Default, so long as and provided that the Developer diligently proceeds with such cure. If commences diligent efforts to cure such default is cured within such extended periodas soon as practicable), the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure observe or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for perform any of the following reasons: (1Developer’s covenants, agreements, or obligations pursuant to the requirements of loan documents with a Funding Source, but nothing in this Section V.A. 1.(b) The Developer has not substantially completed the Project on or before June 30in this Agreement shall affect or amend any term or provision of such loan document, 2021including, without limitation, any applicable notice or cure period set forth therein; (2c) The Developer has failed Prior to maintain filing of the Certificate of Substantial Completion and operate in violation of the terms hereof, the sale or other transfer of any kind or nature of the Property in accordance with City codes for which no Certificate of Occupancy, Temporary Certificate of Occupancy or sign-offs has been issued by the Town, and ordinances and has not cured such violation other than the sale/lease of any completed residential/commercial space in the manner herein set forth; orordinary course of business, without the prior written consent of the Town; (3d) The Developer has violated any material provision Prior to filing of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expiredCertificate of Substantial Completion, the City may elect to terminate this Agreement filing by Developer of a voluntary petition, or exercise any right or remedy it may have at law or the filing against Developer of an involuntary petition, in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed or adjudication of bankruptcy or insolvency of Developer, or the filing by or against the Developer (and, in the case of any such involuntary petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar pleadingrelief under the present or any future federal bankruptcy act, or any other present or future applicable federal, state, or other statute or law, or the same is not dismissed assignment by Developer for the benefit of creditors, or appointment of a trustee, receiver (other than the appointment of a receiver by any of the Funding Source), or liquidator of all or any part of the assets of Developer, and within sixty one hundred twenty (60120) days after the filing thereof), or (ii) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer’s debts (and, in the case commencement of any such involuntary proceedingproceeding against Developer, the same is such proceeding shall not dismissed have been dismissed, or if, within sixty one hundred twenty (60120) days after the filing thereofappointment of any trustee, receiver (other than the appointment of a by any of the Funding Sources), or (iii) the Developer makes an assignment for the benefit liquidator of its creditors, or (iv) a trustee or receiver is appointed for the Developer or for the major of all or any part of the Developer’s property and property, without the consent or acquiescence of Developer, such appointment is shall not dismissed within sixty (60) days after such appointment, the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with have been vacated or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectotherwise discharged.

Developer Default. If‌ (a) Developer suffers or permits an unpermitted Transfer to occur, or Developer allows any other person or entity (except Developer’s authorized representatives) to occupy or use all or any part of the Public Parcel in violation of the City’s judgment, the Developer is in material default provisions of this Agreement, and such event or condition shall not have been cured within thirty (30) days following the City shall provide the date of written demand to cure by Successor Agency to Developer; (b) Developer with a written statement indicating in adequate detail any material failure fails to pay real estate taxes or assessments on the Developer’s Public Parcel prior to delinquency or places any mortgages, encumbrances or liens upon the Public Parcel or the Improvements thereon or any part to fulfill its obligations under thereof in violation of this Agreement. Except , and such event or condition shall not have been cured within thirty (30) days following the date of written demand to cure by Successor Agency to Developer; (c) Subject to the provisions of Section 8.08, Developer fails to commence promptly, or after commencement fails either to achieve Commencement of Substantial Construction or to prosecute diligently to completion (as evidenced by the issuance of a Final Certificate of Completion), the construction of the Improvements within the times set forth in the Schedule of Performance (Attachment 5) (as such times may be extended in accordance with the provisions hereof), or abandons or suspends construction of the Improvements for more than ten (10) consecutive days, and such failure, abandonment or suspension continues for a period of (i) thirty (30) days following the date of written notice thereof from Successor Agency as to an abandonment, suspension or failure to commence construction; or (ii) thirty (30) days following the date of written notice thereof from Successor Agency as to a failure to complete construction within the time set forth in the Schedule of Performance (Attachment 5) (as such times may be extended in accordance with the provisions hereof); (d) Subject to the provisions of Section 8.08, Developer defaults under any other agreement between Successor Agency and Developer and fails to cure the same in accordance with such other agreement, and such default shall not have been cured within thirty (30) days following the date of written demand to cure by Successor Agency to Developer, provided that Successor Agency’s remedies for a default under the other agreement between Successor Agency and Developer shall be limited to the remedies respectively set forth therein; (e) Developer fails to pay any amount required to be paid hereunder, and such failure continues for a period of thirty (30) days following the date of written notice thereof from Successor Agency; (f) Subject to the provisions of Section 8.08, Developer does not accept conveyance of the Public Parcel in violation of this Agreement upon tender by Successor Agency pursuant to this Agreement, or Developer fails to close by the Closing Date for any reason other than failure of Developer Conditions or as otherwise provided herein, and such failure shall not have been cured within five (5) business days following the date of written demand to cure by Successor Agency to Developer; (g) Developer is in default under Successor Agency’s Equal Opportunity Program, Attachment 13 and such default shall not have been cured within thirty (30) days following the date of written demand to cure by Successor Agency to Developer; provided, however, Successor Agency’s remedies for any default under Successor Agency’s Equal Opportunity Program shall be only as set forth in Successor Agency’s Equal Opportunity Program, Attachment 13; (h) Subject to the provisions of Section 8.08, Developer fails to obtain a Site Permit with associated addenda, and all other necessary permits for the Improvements to be constructed on the Site within the periods of time specified in this Agreement or the Schedule of Performance, except as may be extended due to actions or requirements of DBI, and such failure continues for a period of thirty (30) days following the date of written notice thereof from Successor Agency; (i) Subject to the provisions of Section 8.08, Developer does not submit all material Project Approval Documents as required to protect against further damagesby this Agreement within the periods of time respectively provided therefor in the Schedule of Performance, and Developer does not cure such default within thirty (30) days following the date of written demand from Successor Agency; (j) Developer defaults in the performance of or violates any covenant, or any part thereof, set forth in Section 4.04, the City may not exercise any remedy against Developer then-effective provisions of Article 5, the Declaration of Site Restrictions, or in connection with the Grant Deed, and such failure until default or violation continues for a period of thirty (30) days after giving such notice. If such the date of written demand to cure from Successor Agency to Developer; or in the case of a default canwhich is not be cured within such thirty (30) day perioddays, Developer fails promptly to commence to cure such default and thereafter diligently to prosecute such cure to completion within a reasonable time. (k) Subject to the provisions of Section 8.08, Developer fails to perform under any other agreements or obligations on Developer’s part to be performed under this Agreement and such failure or breach continues for the period of time for any cure or the expiration of any grace period specified in this Agreement therefor, or if no such time or grace period is specified, within thirty (30) days period shall be extended for after the date of written demand by Successor Agency to Developer to perform such time as is reasonably necessary for the curing of the sameagreement or obligation or cure such breach, so long as the Developer diligently proceeds with such cure. If such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this Agreement. Any failure or delay by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach or any rights or remedies it may have as a result of such default or breach. The Developer shall be deemed to be in default of this Agreement for any of the following reasons: (1) The Developer has not substantially completed the Project on or before June 30, 2021; (2) The Developer has failed to maintain and operate the Property in accordance with City codes and ordinances and has not cured such violation in the manner herein set forth; or (3) The Developer has violated any material provision of this Agreement and has not cured such violation in the manner herein set forth. If the Developer materially fails to fulfill its obligations under this Agreement after notice is given by the City and any cure periods described above have expired, the City may elect to terminate this Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Agreement. If (i) any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer (and, in the case of a default not susceptible of cure within thirty (30) days, Developer fails promptly to commence to cure such default and thereafter diligently to prosecute such cure to completion within a reasonable time including, without limitation, any obligations set forth in Sections 8.01(i) and 8.01(j). Notwithstanding the terms and provisions set forth in Section 8.01 above, if a default by Developer cannot be cured by the payment of money, then no Event of Default shall have occurred if Developer commences to cure such involuntary petition or similar pleading, the same is not dismissed default within sixty thirty (6030) days after notice from Successor Agency and diligently prosecutes the filing thereof), or (ii) any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare cure. In the Developer insolvent or unable to pay the Developer’s debts (and, in the case of any event such involuntary proceeding, the same default is not dismissed within sixty (60) days after the filing thereof)capable of being cured, or (iii) the Developer makes an assignment for the benefit of its creditors, or (iv) and Successor Agency shall cooperate in a trustee or receiver manner that is appointed for the Developer or for the major part of the Developer’s property and mutually equitable in order to resolve such appointment is not dismissed within sixty (60) days after such appointment, the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or other action by the City, to forthwith terminate this Agreement. To effect the City’s termination of this Agreement under this Section, the City’s sole obligation shall be to record, in the Office of the Will County Recorder, a Certificate of Default, executed by City Manager, stating that this Agreement is terminated pursuant to the provisions of this Section, in which event this Agreement, by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effectdefault.