Fault of City. (a) Except as to events constituting a basis for termination under Section 7.2, the following events each constitute a City Event of Default (subject to any applicable notice and cure period) and a basis for Developer to take action against the City: (1) The City, without good cause, fails to transfer the Dealership Development Parcel, the Adjacent Parcel or Swap Parcel to Developer within the time and in the manner set forth in Article 3 and Developer is otherwise entitled by this Agreement to such conveyance; or (2) The City breaches any other material provision of this Agreement. (b) Upon the happening of any of the above-described events, Developer shall first notify the City in writing of its purported breach or failure, giving the City forty-five (45) days from receipt of such notice to cure or, if cure cannot be accomplished within forty-five (45) days, to commence to cure such breach, failure, or act. In the event the City does not then so cure within said forty-five (45) days, or if the breach or failure is of such a nature that it cannot be cured within forty-five (45) days, the City fails to commence to cure within such forty-five
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