HABITAT FOR HUMANITY OF ORANGE COUNTY (5)

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constitutes a default under the Agreement. If any party defaults in performance of its material obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in default, specifying die default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. Unless a specific time to cure is set forth below,the defaulting party must, within thirty(30) days following service of said written notice, commence to cure,correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence,provided that any cure must occur within ninety(90) days,or such shorter time specified below.Without limitation, the occurrence of any of the following, whatever the reason therefore which is not cured, shall constitute an Event of Default by Developer: (a) Developer fails to perform any obligation for the payment of money under this Agreement, and such failure is not cured within ten(10) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (b) Any representation or warranty in this Agreement proves to have been incorrect in any material respect when made; (c) The Property is materially damaged or destroyed by fire or other casualty unless Developer fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred eighty(180) days and thereafter diligently restores the Property in accordance with this Agreement; (d) Work on the construction ceases for thirty(30) consecutive days for any reason (other than Force Majeure delays, as defined in Section 17.2); (e) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the Improvements and such injunction or prohibition continues unstayed for sixty(60) days or more for any reason; (f) Construction of the Project has not commenced within thirty(30) days of the Initial Disbursement. (g) Construction of the Project in accordance with the Scope of Work is not complete within two (2) years from the Initial Disbursement. (h) Developer has not conveyed the Affordable Units to Eligible Homebuyers in accordance with the Regulatory Agreement within eighteen(18)months from completion of construction, provided, however, that Developer shall have not less than ninety(90) days from written notice by the City to cure said default, or such longer time as reasonably necessary so long as Developer diligently pursues curing the default. (i) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the City Project Manager's prior written consent; or, 26 55394.00101\42414134.1