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Declaration shall, after receiving a notice of default hereunder, have a fifteen (15) day period to cure such default. Section 5. Costs and Attorneys' Fees If any party to this Declaration brings an action to enforce its rights hereunder, the prevailing party shall be entitled to recover its costs and expenses, including, without limitation, legal interest thereon, and reasonable attorneys' fees incurred in connection with such action. Section 6. Governing Law This Declaration and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida and any applicable federal law without regard to choice of law rules. Venue with respect to any action or proceeding arising hereunder shall be in Indian River County, Florida. Section 7. Arbitration (A) Notwithstanding anything to the contrary contained in this Declaration, during the Term hereof, any disputes or claims between the parties shall be resolved first by good faith negotiation of the parties, and if such good faith negotiation does not resolve any such dispute or claim, then the matter shall be submitted to expedited arbitration administered by the American Arbitration Association ("AAA") as provided in this Section 7 and the Commercial Arbitration Rules of the AAA (the "AAA Rules") in effect as of the commencement of the applicable arbitration proceeding, except to the extent the then-current AAA Rules are inconsistent with the provisions of this Section 7, in which case the terms hereof shall control. The arbitration shall be governed by the United States Arbitration Act and the Florida Arbitration Code to the extent the Florida Arbitration Code is not inconsistent with the United States Arbitration Act and this Section 7, and judgment upon the award entered by the arbitrator may be entered in any court having jurisdiction. Such arbitration shall be subject to the following additional provisions: (1) Any arbitration pursuant to this Section 7 shall be conducted in Indian River County, Florida. (2) The arbitration shall be conducted by one (1) arbitrator in accordance with the AAA Rules for Expedited Procedures, which arbitrator shall be selected in accordance with the AAA Rules for Expedited Procedures, and which arbitrator shall have had experience in dealing with large-scale real estate development and construction matters. (3) In connection with any arbitration proceeding: (a) No arbitrator shall have been employed or engaged by a party hereto or its consultants within the previous five (5) year period; (b) the arbitrator shall be neutral and independent of the parties to this Declaration; (c) no arbitrator shall be affiliated with either party's auditors; and (d) no arbitrator shall have a conflict of interest with (including, without limitation, any bias towards or against) a party hereto. 726decla.doc Page 5 of 13