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entered into this Agreement or because of the terms of this Agreement. OWNER hereby <br />acknowledges that it has read and is familiar with the provisions of California Civil Code <br />Section 1542, which is set forth below: <br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR <br />OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS <br />FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN <br />BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER <br />SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. <br />BY INITIALING BELOW, OWNER HEREBY WAIVES THE PROVISIONS OF <br />SECTION 1542 IN CONNECTION WITH THE MATTERS THAT ARE THE SUBJECT <br />OF THE FOREGOING WAIVERS AND RELEASES. <br />OWNER'S Initials <br />7.3 Termination or Modification of Agreement for Default of OWNER. CITY may terminate <br />or modify this Agreement for any failure of OWNER to perform any material duty or <br />obligation of OWNER under this Agreement, or to comply in good faith with the terms of <br />this Agreement (hereinafter referred to as "default"); provided, however, CITY may <br />terminate or modify this Agreement pursuant to this Section only after providing written <br />notice to OWNER of default setting forth the nature of the default and the actions, if any, <br />required by OWNER to cure such default and, where the default can be cured, OWNER <br />has failed to take such actions and cure such default within sixty (60) days after the <br />effective date of such notice or, in the event that such default cannot be cured within such <br />sixty (60) day period but can be cured within a longer time, has failed to commence the <br />actions necessary to cure such default within such sixty (60) day period and to diligently <br />proceed to complete such actions and cure such default. <br />7.4 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement <br />only in the event of a default by CITY in the performance of a material term of this <br />Agreement and only after providing written notice to CITY of default setting forth the <br />nature of the default and the actions, if any, required by CITY to cure such default and, <br />where the default can be cured, CITY has failed to take such actions and cure such default <br />within sixty (60) days after the effective date of such notice or, in the event that such default <br />cannot be cured within such sixty (60) day period but can be cured within a longer time, <br />has failed to commence the actions necessary to cure such default within such sixty (60) <br />day period and to diligently proceed to complete such actions and cure such default. <br />8. LITIGATION. <br />8.1 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, <br />including attorneys' fees, indemnify, and hold harmless CITY, its agents, officers and <br />employees from any claim, action or proceeding against CITY, its agents, officers, or <br />employees to attack, set aside, void, or annul the approval of this Agreement, or the <br />approval of any permit or entitlement granted pursuant to this Agreement. CITY shall <br />promptly notify OWNER of any claim, action, proceeding or determination included <br />within this Section 8.1, and CITY shall cooperate in the defense. If CITY fails to promptly <br />55394.00002\31553187.13 <br />#211240 11 A-36 <br />