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Docusign Envelope 10:6745F9B5-2B32-47E9-B6E5-417781318685 <br /> unable to pay the Developer's debts,or the Developer makes as assignment for the benefit of its <br /> creditors,or a trustee or receiver is appointed for the Developer or for the major part of the <br /> Developer's property,the City may elect,to the extent such election is permitted by law and is <br /> not unenforceable under applicable federal bankruptcy laws,but is not required,with or without <br /> notice of such election and with or without entry or other action by the City,to forthwith <br /> terminate this Agreement. <br /> C. If, in the Developer's judgment,the City is in material default of this Agreement, <br /> the Developer shall provide the City with a written statement indicating in adequate detail any <br /> failure on the City's part to fulfill its obligations under this Agreement. Except as required to <br /> protect against further damages,the Developer may not exercise any remedies against the City in <br /> connection with such failure until thirty(30)days after giving such notice.A default not cured <br /> shall constitute a breach of this Agreement unless the Developer grants the City additional time <br /> to accomplish the cure.Any failure or delay by the Developer in asserting any of its rights or <br /> remedies as to any default or any alleged default or breach shall not operate as a waiver of any <br /> such default or breach of any rights or remedies it may have as a result of such default or breach. <br /> D.If the City materially fails to fulfill its obligations under this Agreement after <br /> notice is given by the Developer and any cure periods described in paragraph(a)above have <br /> expired,the Developer may elect to exercise any right or remedy it may have at law or in equity, <br /> including the right to specifically enforce the terms and conditions of this Agreement. If any <br /> voluntary or involuntary petition or similar pleading under any section or sections of any <br /> bankruptcy or insolvency act shall be filed by or against the City,or any voluntary or involuntary <br /> proceeding in any court or tribunal shall be instituted to declare the City insolvent or unable to <br /> pay the City's debts,or the City makes as assignment for the benefit of its creditors,or a trustee <br /> or receiver is appointed for the City or for the major part of the City's property,the Developer <br /> may elect,to the extent such election is permitted by law and is not unenforceable under <br /> applicable federal bankruptcy laws, but is not required,with or without notice of such election <br /> and with or without entry or other action by the Developer,to forthwith terminate this <br /> Agreement. <br /> E.In addition to any other rights or remedies,a party may institute legal action against <br /> the other party to cure,correct or remedy any default,or to obtain any other remedy consistent <br /> with the purpose of this Agreement, either at law or in equity,including,but not limited to the <br /> equitable remedy of an action for specific performance;provided,however,no recourse under or <br /> upon any obligation contained herein or for any claim based thereon shall be had against the <br /> City,its officers,agents,attorneys,representatives or employees in any amount or in excess of <br /> any specific sum agreed to be paid by the City hereunder,and no liability,right or claim at law or <br /> in equity shall be attached to or incurred by the City,its officers,agents,attorneys, <br /> representatives or employees in any amount in excess of any specific sums agreed by the City to <br /> be paid hereunder and any such claim is hereby expressly waived and released as a condition of <br /> and as consideration for the execution of this Agreement by the City.EACH PARTY WAIVES, <br />