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7.1 Default. Failure or delay by any Party to perform any term or provision of this
<br />Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party
<br />specifying the default (or such other period specifically provided herein), constitutes a default
<br />under this Agreement; provided, however, if such default is of the nature reasonably requiring
<br />more than thirty (30) days to cure, the defaulting Parry shall avoid default hereunder by
<br />commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such
<br />cure to completion. Except as required to protect against further damages, the injured Party may
<br />not institute proceedings against the Party in default until the time for cure has expired. Failure or
<br />delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time
<br />of default.
<br />7.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
<br />cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
<br />preclude the exercise by it, at the same or different times, of any other rights or remedies for the
<br />same default or any other default by the other Party. Notwithstanding anything to the contrary
<br />contained in this Agreement, in no event shall either Party be liable for speculative, consequential,
<br />punitive or other indirect damages, and each Party waives any right to collect speculative,
<br />consequential, punitive or other indirect damages against the other Party.
<br />7.3 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br />Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be
<br />joint defense counsel upon City's and Developer's consent) indemnify and hold harmless City and
<br />its respective officers, officials, agents, employees, representatives, and volunteers (collectively,
<br />"Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or
<br />omission of Developer in connection with its obligations under this Agreement, except to the
<br />extent caused by the negligence or willful misconduct of any of the Indemnitees.
<br />8. ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br />8.1 Assignment by Developer.
<br />8.1.1 Prohibited Transfers or Assignments. Except as authorized in this Section
<br />or Sections 8.1.2 or 8.1.3 below, Developer shall not sell, transfer, or assign the Property or Project
<br />in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in
<br />whole or in part, without City's prior written approval, which shall not be unreasonably withheld,
<br />conditioned or delayed ("Permitted Transfer"); provided, however, Developer shall have the right
<br />without City's prior written approval to transfer or assign the Property, Project and/or Developer's
<br />rights and obligations in this Agreement to any entity that is controlled by, or is under common
<br />control with, Developer or Developer's managing general partner, and Developer shall thereafter
<br />be released from any future obligations under this Agreement. In connection with Permitted
<br />Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any
<br />portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other
<br />agreement) in a form approved by City in its reasonable discretion and executed by Developer and
<br />its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of
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