Common use of Developer Events of Default Clause in Contracts

Developer Events of Default. The following acts or events which have not been cured within thirty (30) days of notice thereof by Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance of any of its obligations under this Agreement, the Partnership Agreement or the General Contractors Agreement, and such default continues uncured for thirty (30) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty (30) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunder; and (viii) If Developer files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief under any present or any future Federal, state or other statute or law, or seeks or consents to the appointment of any trustee, receiver or similar officer of Developer or the Project.

Developer Events of Default. The Each of the following acts or events which have not been cured is an “event of default” hereunder: (a) If the Developer fails to perform any obligation under this Agreement within thirty (30) days after the Developer’s receipt of written notice thereof by Developerfrom the Town Parties of its failure to perform such obligations, shall constitute "and provided that the Town Parties have fulfilled any applicable obligations relating to such Developer Events of Default":obligation; or (ib) Failure of by the Developer to report any material Full Cost Development Budget variances as required make the Project Investment by Section 2.6;the Completion Date; or (iic) The existence of any variance greater than Failure by the Permitted Variances from Developer to construct the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than Project in accordance with the Full Cost Development Budget;terms of this Agreement and as described in Exhibit B; or (ivd) Failure of by the Developer to submit complete the Project by the Completion Date; or (e) Cessation of all construction work of a material nature with respect to the Project for a period of at least sixty (60) days or for more than ninety (90) days during any one hundred eighty (180) day period; or (f) The commencement by the Developer of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Developer or of any substantial part of its property, or the making by it of any general assignment for the benefit of creditors, or the failure of the Developer generally to pay its debts as such debts become due, or the taking of corporate action by the Developer in furtherance of any of the monthly, quarterly or annual reports as required by Section 6;foregoing; or (vg) Failure the entry of Developer to obtain and maintain insurance a decree or order for relief by a court having jurisdiction in the amounts and for premises in respect of the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of in an event of default involuntary case under any agreement affecting applicable bankruptcy, insolvency or similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Project including financing for the Project; (vii) The default by Developer or for any substantial part of its affiliatesproperty, in or ordering the performance of any windup or liquidation of its obligations under this Agreement, the Partnership Agreement affairs; or the General Contractors Agreement, filing and such default continues uncured pendency for thirty (30) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty (30) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered days without dismissal of a Developer Event of Default hereunder; and (viii) If Developer files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief initiating an involuntary case under any present or any future Federalother bankruptcy, state or other statute or law, or seeks or consents to the appointment of any trustee, receiver insolvency or similar officer of Developer or the Projectlaw.

Developer Events of Default. The following acts shall be Events of Default with respect to this Agreement: 1. If any material representation made by Developer in this Agreement, or events which in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if Developer does not remedy the default, within thirty (30) days after written notice from the Village and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within sixty (60) days after such notice. 3. Default by Developer for a period of thirty (30) days after written notice thereof in the performance or breach of any material covenant, warranty or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and the Developer, within said thirty (30) days initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within sixty (60) days after such notice. 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of forty five (45) consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity’s debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds as timely required to meet Developer’s obligations to construct the Project and obtain a Certificate of Project Completion. 7. A sale, assignment, or transfer of the Project, except in accordance with this Agreement. 8. Material change in the management of Developer, except in accordance with this Agreement. 9. Developer abandons the Project on the Property. Abandonment shall be deemed to have occurred when work stops on the Property for more than thirty (30) consecutive days for any reason other than Uncontrollable Circumstances and such work is not been cured resumed within thirty (30) days of written demand by the Village. 10. Developer fails to comply with applicable governmental codes and regulations in relation to the construction and maintenance of the Project contemplated by this Agreement and such failure continues for more than thirty (30) days after written notice thereof by from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance of any of its obligations under this Agreement, the Partnership Agreement or the General Contractors Agreement, and such default continues uncured for within said thirty (30) days, provided however, with respect initiates and diligently pursues appropriate measures to remedy the default and in any non-monetary event (subject to Uncontrollable Circumstances) cures such default within sixty (60) days after such notice. The maintenance requirement of this provision shall not be covered by and shall survive any Certificate of Project Completion or Estoppel Certificate of any kind issued during the Developer under term of this Agreement, if the . 11. A material representation or warranty of Developer begins to cure such non-monetary default within such is not true for a period of thirty (30) day period anddays after written notice from the Village; provided, in good faithhowever, diligently prosecutes that such cure to such non-monetary default to completion, such non-monetary default or breach shall not be considered a Developer constitute an Event of Default hereunder; and if such default cannot be cured within said thirty (viii30) If Developer files a voluntary petition days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief under any present or any future Federal, state or other statute or law, or seeks or consents event (subject to the appointment of any trustee, receiver or similar officer of Developer or the ProjectUncontrollable Circumstances) cures such default within sixty (60) days after such notice.

Developer Events of Default. The following acts or events which have not been cured within thirty (30) days of notice thereof by Developer, shall constitute "Developer be Events of Default"Default for Developer: (ia) Failure subject to Unavoidable Delays and Cure Rights, Developer’s failure to achieve Commencement and Completion of Developer to report any material Full Cost Development Budget variances as required aspect of the Minimum Improvements by the applicable “Default Date” set forth in Section 2.66.1; provided that if a Certificate of Completion is issued by the Authority, such failure shall no longer be an Event of Default; (iib) The existence Subject to Unavoidable Delays and Cure Rights, the Developer shall Default in its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion of the various elements thereof), or shall abandon or substantially suspend construction work on the Minimum Improvements, and any variance greater than such Default, violation, abandonment or suspension is not cured, ended or remedied within 30 days after written notice to do so; provided that if a Certificate of Completion is issued by the Permitted Variances from the Full Cost Development Budget which have not been approved by OwnerAuthority, such failure shall no longer be an Event of Default; (iiic) The expenditure There is, in violation of funds by Developer this Agreement, any conveyance, encumbrance or other than in accordance with transfer of the Full Cost Development BudgetMinimum Improvements Area or any part thereof, and such violation is not cured within 30 days after written notice to do so; (ivd) Failure of Subject to Unavoidable Delay and Cure Rights, failure by the Developer to submit observe or perform any of the monthlyother covenant, quarterly condition, obligation or annual reports as required by Section 6; (v) Failure of Developer agreement on its part to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 be observed or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance of any of its obligations performed under this Agreement, and the Partnership Agreement or continuation of such failure for a period of 30 days after written notice of such failure from any party hereto; (e) If, prior to the General Contractors Agreementdelivery of the Certificate of Completion, and such default continues uncured for thirty (30) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty shall (30i) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunder; and (viii) If Developer files a voluntary file any petition in bankruptcy or is adjudicated a bankrupt or insolvent or files for any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, or other similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or State law; or (ii) make an assignment for the benefit of its creditors; or (iii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any future Federalsimilar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within 90 days after the filing thereof; or a receiver, state trustee or other statute or lawliquidator of the Developer, or seeks of the Minimum Improvements, or consents part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within 90 days after such appointed, or if the Developer shall consent to the appointment of any trustee, receiver or similar officer of Developer or the Projectacquiesce in such appointment.

Developer Events of Default. The following acts shall be Events of Default with respect to this Agreement: 1. If any material representation made by Developer in this Agreement, or events which have in any certificate, notice, demand or request made by a Party hereto, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if Developer does not been cured remedy the default, within thirty (30) days after written notice from the Village and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 2. Default by Developer for a period of thirty (30) days after written notice thereof by Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of its obligations under this AgreementDeveloper; provided, the Partnership Agreement or the General Contractors Agreementhowever, and that such default continues uncured for or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, provided however, with respect initiates and diligently pursues appropriate measures to remedy the default and in any non-monetary default by the Developer under this Agreement, if the Developer begins event (subject to cure Uncontrollable Circumstances) cures such non-monetary default within ninety (90) days after such notice. 3. Default by Developer for a period of thirty (30) day period anddays after written notice thereof in the performance or breach of any material covenant, warranty or obligation contained in good faiththis Agreement; provided, diligently prosecutes however, that such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer constitute an Event of Default hereunder; andif such default cannot be cured within said thirty (30) days and the Developer, within said thirty (30) days initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. (viii) If 4. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer files a voluntary petition in an involuntary case under the federal bankruptcy laws, as now or is adjudicated a bankrupt hereafter constituted, or insolvent any other applicable federal or files any petition or answer seeking reorganizationState bankruptcy, arrangement, composition, readjustment, liquidation, dissolution insolvency or other relief under any present or any future Federal, state or other statute or similar law, or seeks appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or consents similar official) of Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days. 5. The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of any or taking possession by a receiver, liquidator, assignee, trustee, receiver custodian, sequestrator (or similar officer official) of Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity’s debts as such debts become due or the taking of action by Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others. 6. Failure to have funds as timely required to meet Developer’s obligations to construct the Project and obtain a Certificate of Project Completion. 7. A sale, assignment, or transfer of the Project, except in accordance with this Agreement. 8. Material change in the management of Developer, except in accordance with this Agreement. 9. Developer abandons the Project on the Property. Abandonment shall be deemed to have occurred when work stops on the Property for more than ninety (90) consecutive days for any reason other than Uncontrollable Circumstances and such work is not resumed within ninety (90) days of written demand by the Village. 10. Prior to issuance of the Certificate of Project Completion, Developer fails to comply with applicable governmental codes and regulations in relation to the construction and maintenance of the Project contemplated by this Agreement and such failure continues for more than thirty (30) days after written notice thereof from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice. 11. A material representation or warranty of Developer is not true for a period of thirty (30) days after written notice from the Village; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said thirty (30) days and Developer, within said thirty (30) days, initiates and diligently pursues appropriate measures to remedy the default and in any event (subject to Uncontrollable Circumstances) cures such default within ninety (90) days after such notice.

Developer Events of Default. The Except as to events constituting a basis for termination under Section 7.2, each of the following acts or events which have not been cured within thirty (30) days events, if uncured after expiration of notice thereof by Developerthe applicable cure period, shall constitute "a “Developer Events Event of Default"”: (i) Failure The Developer fails to satisfy any other monetary obligation of Developer to report any material Full Cost Development Budget variances as required by Section 2.6under this Agreement, and such default continues for seven (7) business days after notice from the City, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment; (ii) The existence Developer transfers or assigns or attempts to transfer or assign this Agreement or any rights herein or in the Site or the building or improvements thereon in violation of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Ownerthis Agreement; (iii) The expenditure There is any significant change in the ownership or identity of funds by the Developer other than or the parties in accordance with control of the Full Cost Development BudgetDeveloper or the degree thereof contrary to the provisions of Section 8.2 hereof; (iv) Failure of The Developer to does not submit any evidence that it has the necessary equity capital and mortgage financing for acquisition and development of the monthly, quarterly or annual reports as required Site in satisfactory form and in the manner and by Section 6the date provided in this Agreement; (v) Failure of The Developer fails to obtain submit to the City the construction plans, drawings and maintain insurance in the amounts and for the coverage related documents as required by Section 8.1 or to provide Owner with copies of all policies of insurancethis Agreement; (vi) Failure The Developer does not take all actions necessary to take title to the easements in the Public Access Parcels and the Sliver Parcel under tender of conveyance by Developer the City pursuant to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Projectthis Agreement; (vii) The default by Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any bankruptcy proceeding (except an involuntary bankruptcy proceeding dismissed within one hundred twenty (120) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of its affiliates, in the performance of any of its obligations under this Agreement, the Partnership Agreement Developer’s assets or the General Contractors AgreementDeveloper’s interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and such default continues uncured for thirty is contested with diligence and continuity and vacated and discharged within one hundred twenty (30120) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty (30) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunder; and); (viii) If The Developer files fails to obtain, maintain or replace any insurance coverage required under this Agreement within fifteen (15) business days after notice of such Default to the Developer; (ix) There is a voluntary petition material deviation in bankruptcy the work of construction or installation of the Project from the approved Project plans, without the prior written approval of the City; (x) The construction or installation of the Project does not commence by the time provided for such commencement in the Performance Schedule (Exhibit C) or is adjudicated delayed or suspended for a bankrupt or insolvent or files period in excess of that permitted under Section 3.5; (xi) The Developer fails to cause any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief under any present or any future Federal, state or other statute or lawProhibited Encumbrance to be released within sixty (60) days after notice of such encumbrance, or seeks or consents fails to commence the appointment release of any trustee, receiver or similar officer of Developer or such Prohibited Encumbrance within the Projectsixty (60)-day period and to diligently prosecute the same to completion.

Developer Events of Default. The following acts shall be Events of Default with respect to this Agreement: a) If any material representation made by Developer in this Agreement, or events which have not been cured within thirty (30) days of notice thereof in any certificate, notice, demand or request made by Developer, in writing and delivered to the Village pursuant to or in connection with any of said documents, shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute "an Event of Default only if Developer Events of Default": does not remedy the default within sixty (i60) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances days after written notice from the Full Cost Development Budget which have not been approved by Owner;Village. (iiib) The expenditure of funds Default by Developer other than in accordance with the Full Cost Development Budget; for a period of sixty (iv60) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure days after receipt by Developer to send Owner promptly with any of written notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, thereof in the performance or breach of any of its obligations under material covenant contained in this Agreement, including the Partnership Agreement Prohibited Use restrictions found in Section 5.6 above, a delay in the construction schedule set forth in Section 8.2 above, or a breach of any other agreement, financing or otherwise, concerning the General Contractors Agreementexistence, structure or financial condition of Developer and/or the Project and Property; provided, however, that such default continues uncured for thirty or breach shall not constitute an Event of Default if such default cannot be cured within said sixty (3060) days and Developer, within said sixty (60) days, provided however, with respect initiates and diligently pursues appropriate measures to remedy the default and in any non-monetary default by the Developer under this Agreement, if the Developer begins to cure event cures such non-monetary default within ninety (90) days after such thirty (30notice. c) day period andThe entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Developer in an involuntary case under the federal bankruptcy laws, in good faithas now or hereafter constituted, diligently prosecutes such cure to such non-monetary default to completionor any other applicable federal or state bankruptcy, such non-monetary default shall not be considered a Developer Event of Default hereunder; and (viii) If Developer files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution insolvency or other relief under any present or any future Federal, state or other statute or similar law, or seeks appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or consents similar official) of Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days. d) The commencement by Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of any or taking possession by a receiver, liquidator, assignee, trustee, receiver custodian, sequestrator (or similar officer official) of Developer or of any substantial part of the ProjectProperty, or the making by any such entity of any assignment for the benefit of creditors or the failure of Developer generally to pay such entity’s debts as such debts become due or the taking of action by Xxxxxxxxx in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others and not dismissed within sixty (60) consecutive days. e) Failure to have funds to meet Xxxxxxxxx’s obligations as specifically provided for in the Agreement; provided, however, that such default shall constitute an Event of Default only if Developer does not remedy the default within sixty (60) days after written notice from the Village. f) Developer abandons the Development Project on the Property. Abandonment shall be deemed to have occurred when work stops on the Property for more than forty five (45) consecutive days for any reason other than (i) Uncontrollable Circumstances; (ii) if Developer is ahead of its planned construction schedule; (iii) force majeure; or (iv) if the Village without legal basis stops or suspends the project. g) Developer materially fails to comply with applicable governmental codes and regulations in relation to the construction and maintenance of the buildings contemplated by this Agreement; provided, however, that such default shall constitute an Event of Default only if the Developer does not, within sixty (60) days after written notice from the Village, remedy the default, or if such default cannot be cured within said sixty (60) days and Developer, within said sixty (60) days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within ninety (90) days after such notice.

Developer Events of Default. The following acts shall be Events of Default for the Developer: (a) The Developer’s failure to close on the acquisition of the South Site on or events which have before the Land Transfer Closing Date for the South Site; (b) The Developer’s failure to close on the acquisition of the North Site Commercial Element on or before the Land Transfer Closing Date for the North Site Commercial Element; (c) Subject to Unavoidable Delays and Cure Rights, the Developer’s failure to achieve Commencement and Completion of any the South Site Vertical Improvements by the applicable Default Date and failure to cure that Default within thirty (30) days after written notice to do so; (d) Subject to Unavoidable Delays and Cure Rights, the Developer shall Default in its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion of the various Elements thereof), or shall abandon or substantially suspend construction work on the Minimum Improvements, and any such Default, violation, abandonment or suspension is not been cured, ended or remedied within thirty (30) days after written notice to do so; (e) There is, in violation of this Agreement, any conveyance, encumbrance or other transfer of the Minimum Improvements Area or any part thereof, and such violation is not cured within thirty (30) days of after written notice thereof by Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6do so; (iif) The existence of any variance greater than Subject to Unavoidable Delay and Cure Rights, failure by the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit observe or perform any of the monthlyother covenant, quarterly condition, obligation or annual reports as required by Section 6; (v) Failure of Developer agreement on its part to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 be observed or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance of any of its obligations performed under this Agreement, and the Partnership Agreement or the General Contractors Agreement, and continuation of such default continues uncured failure for a period of thirty (30) daysdays after written notice of such failure from any party hereto; (g) If, provided howeverprior to the delivery of a Certificate of Completion, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty shall (30i) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunder; and (viii) If Developer files a voluntary file any petition in bankruptcy or is adjudicated a bankrupt or insolvent or files for any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, or other similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or State law; or (ii) make an assignment for the benefit of its creditors; or (iii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of the Developer, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any future Federalsimilar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, state trustee or other statute or lawliquidator of the Developer, or seeks of the Minimum Improvements, or consents part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within ninety (90) days after such appointed, or if the Developer shall consent to the appointment of any trustee, receiver or similar officer of Developer or the Projectacquiesce in such appointment.

Developer Events of Default. Each of the following events is an “event of default” hereunder: (a) If the Developers fail to perform any obligation under this Agreement within ninety (90) days after the respective Developer’s receipt of written notice from the Town Parties of its failure to perform such obligations, and provided that the Town Parties have fulfilled any applicable obligations relating to such Developer obligation; or (b) Failure by the respective Developer to make the respective Project Investment by the respective Completion Date; or (c) Failure by the respective Developer to construct the respective Project in accordance with terms of this Agreement; or (d) Failure by the respective Developer to complete the respective Project by the respective Completion Date; or (e) For LLB, cessation of all construction work of a material nature with respect to the LLB Project for a period of at least sixty (60) days or for more than ninety (90) days during any one hundred eighty (180) day period; or (f) The following acts commencement by a respective Developer of any voluntary case under any applicable bankruptcy, insolvency or events which have not been cured within other similar law now or hereafter in effect, or the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the respective Developer or of any substantial part of its property, or the making by it of any general assignment for the benefit of creditors, or the failure of the respective Developer generally to pay its debts as such debts become due, or the taking of corporate action by the respective Developer in furtherance of any of the foregoing; or (g) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the respective Developer in an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the respective Developer or for any substantial part of its property, or ordering the windup or liquidation of its affairs; or the filing and pendency for thirty (30) days without dismissal of notice thereof by Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of petition initiating an event of default involuntary case under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliatesother bankruptcy, in the performance of any of its obligations under this Agreement, the Partnership Agreement or the General Contractors Agreement, and such default continues uncured for thirty (30) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty (30) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunder; and (viii) If Developer files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent or files any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief under any present or any future Federal, state or other statute or law, or seeks or consents to the appointment of any trustee, receiver insolvency or similar officer of Developer or the Projectlaw.

Developer Events of Default. The following acts shall be Events of Default for the Developer or events which have its successors and assigns: (a) subject to Unavoidable Delays and Cure Rights, the Developer or its successors or assigns fail to Commence or Complete the Project in accordance with this Agreement; (b) the Developer or its successors or assigns is in default under the provision of the Development Contract; (c) there is, in violation of this Agreement, any conveyance, encumbrance or other transfer of the Property or any part thereof, and such violation is not been cured within 30 days after written demand by the Authority to the Developer or its successors or assigns; (d) subject to Cure Rights, failure by the Developer or its successors or assigns to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written notice of notice thereof by Developer, shall constitute "Developer Events of Default": (i) Failure of Developer to report such failure from any material Full Cost Development Budget variances as required by Section 2.6; (ii) The existence of any variance greater than the Permitted Variances from the Full Cost Development Budget which have not been approved by Owner; (iii) The expenditure of funds by Developer other than in accordance with the Full Cost Development Budget; (iv) Failure of Developer to submit any of the monthly, quarterly or annual reports as required by Section 6; (v) Failure of Developer to obtain and maintain insurance in the amounts and for the coverage required by Section 8.1 or to provide Owner with copies of all policies of insurance; (vi) Failure by Developer to send Owner promptly with any notice alleging a default or to notify Owner timely of an event of default under any agreement affecting the Project including financing for the Project; (vii) The default by Developer or any of its affiliates, in the performance of any of its obligations under this Agreement, the Partnership Agreement or the General Contractors Agreement, and such default continues uncured for thirty (30) days, provided however, with respect to any non-monetary default by the Developer under this Agreement, if the Developer begins to cure such non-monetary default within such thirty (30) day period and, in good faith, diligently prosecutes such cure to such non-monetary default to completion, such non-monetary default shall not be considered a Developer Event of Default hereunderparty hereto; and (viiie) If prior to the delivery of the Certificate of Completion, the Developer files a voluntary or its successors or assigns shall (i) file any petition in bankruptcy or is adjudicated a bankrupt or insolvent or files for any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution dissolution, or other similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or State law; or (ii) make an assignment for the benefit of its creditors; or (iii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of Developer, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any future Federalsimilar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, state trustee or other statute or lawliquidator of Developer, or seeks or consents to the appointment of any trustee, receiver or similar officer of Developer or the Project, or part thereof, shall be appointed in any proceeding brought against Developer, and shall not be discharged within ninety (90) days after such appointed, or if Developer shall consent to or acquiesce in such appointment.