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receipt of the Termination Letter, the Parties agree to terminate this Agreement, except that the
<br />obligations of Section 4.1 and 7.3 shall survive termination. Developer shall, at its sole cost and
<br />expense, prepare and record a Termination of Agreement, which City shall review and approve,
<br />in the exercise of reasonable discretion. Such termination shall not be considered a default by any
<br />Party, but it shall result in a termination of the Agreement as provided for herein.
<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 arising from a breach of this Agreement, and each Party waives
<br />any right to collect speculative, consequential, punitive or other indirect damages against the other
<br />Party which arise from a breach of this Agreement.
<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, and which may be joint defense counsel
<br />upon City's and Developer's consent) indemnify and hold harmless City and its respective officers,
<br />officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from
<br />and against any loss, liability, claim, or judgment arising from any act or omission of Developer
<br />in connection with its obligations under this Agreement, except to the extent caused by the active
<br />negligence or willful misconduct of Indemnitees..
<br />8. ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br />8.1 Assignment by Developer.
<br />8.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign
<br />the Property or Project in whole or in part, or transfer or assign Developer's rights and
<br />obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment
<br />complies with this Section 8 ("Permitted Transfer"). If Developer seeks a Permitted Transfer,
<br />Developer shall request City's written consent, and City shall respond within fourteen (14) days
<br />with a written approval or denial. The City's determination shall not be unreasonable or
<br />arbitrary. If City approves such a request, then prior to any such sale, transfer or assignment,
<br />Developer shall pay City's reasonable fees as compensation for the City's review of the request.
<br />City's failure to respond to the request within fourteen (14) days shall be deemed an approval.
<br />8.1.2 Sale of Property. Owner agrees and declares that the Property and the Project
<br />shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold,
<br />and approved subject to all obligations set forth or incorporated in this Agreement, all of which
<br />are for the purpose of enhancing and protecting the value and attractiveness of the Property and
<br />the Project. All of the obligations set forth or incorporated in this Agreement shall constitute
<br />covenants which run with the land and shall be binding on Owner and its successors and assigns,
<br />and all parties having or acquiring any right, title or interest in, or to any part of the Property or
<br />Project. Owner further understands and agrees that the Density Bonus permit approvals received
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