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ARTICLE V <br />DEVELOPER'S OPTION TO 1'ERMINA 1'E AGREEMENT <br />Section 5.1 Developer's Option to Terminate. This Agreement may be terminated by <br />the Developer, if (i) the Developer is in compliance with all material terms of this Agreement and <br />no Event of Default has occurred; and (ii) the City fails to comply with any material term of this <br />Agreement, and, after written notice by the Developer of such failure, the City has failed to cure <br />such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance <br />cannot reasonably be cured by the City within ninety (90) days, of receipt of such notice, the City <br />has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance <br />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 to the City within sixty (60) <br />days after the date when such option to terminate may 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 rights 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 become <br />due and payable as of the date of such termination. Upon termination of this Agreement pursuant <br />to this Article V, the Developer shall be free to proceed with the Project at its own expense and <br />without regard to the provisions of this Agreement; provided, however, that the City shall have no <br />further obligations to the Developer with respect to reimbursement of the expenses set forth in <br />Section 3.2, or to make any further payments on the TIF Note. <br />13 <br />176531970v1 <br />