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135341328v1 <br /> <br /> 13 <br /> <br />ARTICLE V. <br /> <br />DEVELOPER'S OPTION TO TERMINATE AGREEMENT <br />Section 5.1 The Developer's Option to Terminate. This Agreement may be terminated <br />by the Developer, if (i) the Developer is in compliance with all material terms of this Agreement <br />and no Event of Default has occurred; and (ii) the City fails to comply with any material term of <br />this Agreement, and, after written notice by the Developer of such failure, the City has failed to <br />cure such noncompliance within ninety (90) days of receipt of such notice, or, if such <br />noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt of such <br />notice, the City has not provided assurances, reasonably satisfactory to the Developer, that such <br />noncompliance will be cured as soon as reasonably possible. <br />Section 5.2 Action to Terminate. Termination of this Agreement pursuant to Section <br />5.1 must be accomplished by written notification by the Developer in the City within sixty (60) <br />days after the date when such option to terminate my first be exercised. A failure by the <br />Developer to terminate this Agreement within such period constitutes a waiver by the Developer <br />of its right to terminate this Agreement due to such occurrence or event. <br />Section 5.3 Effect of Termination. If this Agreement is terminated pursuant to this <br />Article V, this Agreement shall be from such date forward null and void and of no further effect; <br />provided, however, the termination of this Agreement shall not affect the rights of either party to <br />institute any action, claim or demand for damages suffered as a result of breach or default of the <br />terms of this Agreement by the other party, or to recover amounts which had accrued and <br />become due and payable as of the date of such termination. Upon termination of this Agreement <br />pursuant to this Article V, the Developer shall be free to proceed with the Project at its own <br />expense and without regard to the provisions of this Agreement; provided, however, that the City <br />shall have no further obligations to the Developer with respect to reimbursement of the expenses <br />set forth in Section 3.3, or to make any further payments on the TIF Note.