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(b) Termination Procedure. Upon the occurrence of any of the above- described events,and at the election of either Party, this Agreement may be terminated by thirty (30)days' written notice to the other Party. Upon the effective date of the notice of termination, neither Party shall have any rights against or liability to the other, except the City shall reimburse Costco for fifty percent (50%) of any design costs expended by Costco on the Project Improvements within sixty(60)days of such termination, and except further that the provisions of this Agreement that are specified to survive such termination shall remain in full force and effect. Section 5.3 Fault of City. (a) Event of Default. Following notice and opportunity to cure as set forth in subsection (b)below, each of the following events constitutes a "City Event of Default"and a basis for Costco to take action against the City: (i) The City fails to make any payment to Costco when required under this Agreement. (ii) The City breaches any other material provision of this Agreement. (b) Notice and Cure Procedure. Upon the occurrence of any of the above- described events,Costco shall first notify the City in writing of its purported breach or failure, giving the City thirty(30)days from receipt of such notice to cure such breach or failure. In the event the City does not then cure the default within such thirty(30)-day period(or, if the default is not reasonably susceptible of cure within such thirty(30)-day period, the City fails to commence the cure within such period and thereafter to prosecute the cure diligently to completion), then Costco shall be entitled to pursue any or both of the following remedies: (1) terminating this Agreement by written notice to the City; and (2)exercising its remedies as provided in Section 5.5. If Costco elects to terminate this Agreement, the provisions of this Agreement that arc specified to survive such termination shall remain in full force and effect. Section 5.4 Fault of Costco. (a) Event of Default. Following notice and opportunity to cure as set forth in subsection(b)below,each of the following events constitutes a"Costco Event of Default"and a basis for the City to take action against Costco: (i) Costco fails to construct the Project Improvements in the time and substantially in the manner set forth in the Improvement Agreement. (ii) Costco: (1) files for bankruptcy, dissolution,or reorganization, or fails to obtain a full dismissal of any such involuntary filing brought by another party before the earlier of final relief or ninety(90)days after the filing; (2)makes a general assignment for the benefit of creditors;(3)applies for the appointment of a receiver, trustee, custodian, or liquidator, or fails to obtain a full dismissal of any such involuntary application brought by another party before the earlier of final relief or ninety(90)days after the filing;(4)becomes insolvent; or(5) fails, is unable or admits in writing to its inability to pay its debts as they become due. 13 1310 0t\2218870.8 2/7/2018