BLP PARTNERSHIP LAND DISPOSITION

Section 8.3 Fault of City. Except as to events constituting a basis for termination under Section 8.2, the following events each constitute an Event of Default by the City and a basis for the Developer to take action against the City: (a) The City, without good cause, fails to convey a leasehold interest in the Property to the Developer within the time and in the manner set forth in Article 4 and the Developer is otherwise entitled by this Agreement to such conveyance; or (b) The City breaches any other material provision of this Agreement. Upon the happening of any of the above-described events, the Developer shall first notify the City in writing of its purported breach or failure, giving the City(60) days from receipt of such notice to cure or, if cure cannot be accomplished within sixty(60)days,to commence to cure such breach, failure, or act. In the event the City does not then so cure within said sixty(60) days, or if the breach or failure is of such a nature that it cannot be cured within sixty(60) days, the City fails to commence to cure within such sixty (60) days and thereafter diligently complete such cure within a reasonable time thereafter but in no event later than one hundred twenty(120) days, then the Developer shall be afforded all of its rights at law or in equity, by taking all or any of the following remedies: (1)terminating in writing this Agreement; and(2)prosecuting an action for damages or specific performance. Section 8.4 Fault of Developer. Except as to events constituting a basis for termination under Section 8.2,the following events each constitute an Event of Default by the Developer and a basis for the City to take action against the Developer: (a) The Developer refuses to accept conveyance from the City of the Property within the time periods and under the terms set forth in Article 3; or (b) The Developer undertakes a Transfer in violation of Article 7; (c) A court having jurisdiction shall have made or entered any decree or order (1) adjudging the Developer to be bankrupt or insolvent, (2) approving as properly filed a petition seeking reorganization of the Developer or seeking any arrangement for the Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of the Developer in bankruptcy or insolvency or for any of their properties, or(4) directing the winding up or liquidation of the Developer, if any such decree or order described in clauses (1) to (4), inclusive, shall have continued unstayed or undischarged for a period of ninety(90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection(j) as well; or the Developer shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive; or (e) The Developer shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unless 144\105\105296.4 13