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Owner under this Agreement,or to comply in good faith with the terms of this Agreement
<br /> (hereinafter referred to as"default");provided,however, City may terminate or modify this
<br /> Agreement pursuant to this Section 7.4 only after providing written notice to Owner of default
<br /> setting forth the nature of the default and the actions, if any,required by Owner to cure such
<br /> default and, where the default can be cured Owner has failed to take such actions and cure such
<br /> default within sixty(60)days after the effective date of such notice or,in the event that such
<br /> default 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)day
<br /> period and to diligently proceed to complete such actions and cure such default.
<br /> 7.3.1. No Cross Default. Parties agree and acknowledges that,notwithstanding anything
<br /> stated to the contrary in this Agreement: (a)the failure of RCR to comply with or satisfy any of
<br /> RCR's obligations under this Agreement shall not limit or impair a transferee's rights and
<br /> benefits under this Agreement with respect to its Assigned Rights (as they apply to the Project
<br /> Phase owned by such transferee)under Section 2.5.1 of this Agreement and(b)the failure of any
<br /> transferee to satisfy such transferee's Assumed Obligations as provided for under Section 2.5.1 of
<br /> this Agreement shall not, as to the Project Phase to which those Assumed Obligations apply,
<br /> limit or impair any of the Assigned Rights of any other transferee as to the Project Phase owned
<br /> by such other transferee.
<br /> 7.4. Voluntary Termination of Agreement by RCR. In the event RCR determines,in its sole
<br /> discretion,prior to issuance of the first demolition permit implementing the first Specific Plan
<br /> Phase,that it no longer wishes to proceed with the Project pursuant to the terms of this
<br /> Agreement,RCR may terminate this Agreement by providing the City with 30 days written
<br /> notice.Notwithstanding this or other provisions herein,RCR's indemnity and defense obligations
<br /> shall survive such termination for the later of twelve(12)months or expiration of the statute of
<br /> limitations on any and all potential causes of action against the City as set forth in Section 8 of
<br /> this Agreement.
<br /> 7.5. Notice and Cure Rights.Notwithstanding anything stated to the contrary in this
<br /> Agreement,City shall have no right to terminate any of the rights of any Owner under this
<br /> Agreement unless such Owner has failed to cure any default under this Agreement giving rise to
<br /> any such termination right within the cure periods expressly provided for above in this Section 7.
<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 employees
<br /> from any claim, action or proceeding against City, its agents, officers, or employees to attack, set
<br /> aside,void, or annul the approval of this Agreement, any document prepared for the Project in
<br /> compliance with the California Environmental Quality Act,or the approval of any permit or
<br /> entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner
<br /> of any claim,action,proceeding or determination included within this Section 8.1 no later than
<br /> fourteen(14)business days and City's receipt of service of process and City shall cooperate in the
<br /> defense. If City fails to promptly notify Owner of any such claim, action,proceeding or
<br /> determination as required by this Section, or if City fails to cooperate in the defense, Owner shall
<br /> not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action,
<br /> proceeding,or determination. City may in its discretion participate in the defense.
<br /> 8.2. Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and
<br /> employees free and harmless from any liability,based or asserted,upon any act or omission of
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