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cooperation from local, state, and Federal agencies and officials and from local governing bodies, <br /> including with respect to the approval of the Project by the Department of Housing and Community <br /> Development pursuant to 760 CMR 4.12. Town will cooperate with Developer in the event it pursues <br /> any real estate tax exemptions and abatements that may be available for the Project in accordance with <br /> applicable provisions of law. Notwithstanding the foregoing, all reasonable support and cooperation , <br /> from the Town shall be at no expense to the Town and shall be done at Developer's sole cost and <br /> expense. <br /> 3.3 Responsibilities of Both Parties. <br /> (a) If resources anticipated by the parties for the Project become unavailable, or for any reason <br /> the Project ceases to be feasible, including, without limitation, due to engineering constraints of the <br /> Property, Town will warp with Developer., both in good faith, to develop and agree to changes or <br /> alternate plans which accomplish the original goals set forth in this Agreement to the maximum extent <br /> possible given available resources. Such changes may include a reduction in the number of the units in <br /> the Project or a change in affordability levels. In the event that the parties, exercising good faith, are <br /> either unable to identify feasible changes or alternate plans, or to agree upon proposed changes or <br /> alternate plans within six (6) months after the need for changes or alternate plans has been identified, <br /> either party may terminate this Agreement upon written notice to the other party. <br /> Article 4. Desi n Review; Project Development Schedule Pro j ect Budget. <br /> 4. <br /> 4.1 Design Review. The development and construction of the Project is subject to such, site <br /> plans, concept plans, plans and specifications, and the like, as may be approved pursuant to this <br /> Agreement by the parties ("Approved Plans") and all applicable Town of Mashpee bylaws , regulations <br /> and processes ("Local ordinances") (the Approved Plans and Local ordinances, collectively, the <br /> Requirements"). <br /> 4.2 Project Development Schedule. Attached hereto as Exhibit B is the Project Development <br /> Schedule, including proposed dates for performance of certain milestones. <br /> Article 5. Default; Remedies. <br /> 5.1 Default by Developer. The occurrence of any of the following events shall constitute an <br /> event of default ("Event of Default")under this Agreement by Developer: <br /> 5.1.1 If Developer fails to diligently prosecute the development and construction of the Project in <br /> accordance with this Agreement or to observe or perform in any material respect any covenant, <br /> condition, agreement or obligation hereunder and shall fail to cure, correct or remedy such failure within <br /> thirty (30) days after the' receipt of a written notice thereof, unless such failure cannot be cured by the <br /> payment of money available to the Project and cannot with due diligence be cured within a period of <br /> thirty (30) days, in which case such failure shall not be deemed to continue if Developer proceeds <br /> promptly and with due diligence to cure the failure and diligently completes the curing thereof, but in no <br /> event shall such extended cure period extend beyond ninety (90) days; <br /> 5.1.2 If Developer shall be adjudicated bankrupt or be declared insolvent under the federal <br /> bankruptcy code or any other federal or state law (as now or hereafter in effect) relating to bankruptcy, <br /> insolvency, reorganization, winding up or adjustment of debts (hereinafter collectively "Bankruptcyy <br /> Laws") or if Developer shall (a) apply for or consent to the appointment of, or the taking of possession <br /> by, or any receiver, custodian, trustee, United States Trustee, or liquidator (or other similar official) of <br /> Developer or of any substantial portion of Developer's property, or (b) generally not pay its debts as <br /> they become due, admit in writing its inability to pay its debts generally as they become due, or (c) make <br /> a general assignment for the benefit of its creditors, or (d) file a petition commencing a voluntary case or <br /> seeping to tape advantage of any Bankruptcy Law; or <br /> KH 557741.1 4 <br />