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Owner's Initials <br /> 7.2.2. Except for specific performance, City, for itself, its successors and assignees, <br /> hereby releases Owner, its officers, agents and employees, from any and all claims, demands, <br /> actions, or suits of any kind or nature arising out of any liability,known or unknown, present or <br /> future,because it entered into this Agreement or because of the terms of this Agreement. City <br /> hereby 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 <br /> CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST <br /> IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND <br /> THAT, IF KNOWN BY HIM OR HER,WOULD HAVE MATERIALLY AFFECTED <br /> HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.." <br /> By initialing below, City hereby waives the provisions of Section 1542 in connection <br /> with the matters that are the subject of the foregoing waivers and releases. <br /> City's Initials <br /> 7.3. Termination or Modification of Agreement for Default of an Owner. City may terminate <br /> or modify this Agreement for any failure of Owner to perform any material duty or obligation of <br /> 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 7.3 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 SCP to comply with or satisfy any of <br /> SCP's obligations under this Agreement shall not limit or impair a transferee's rights and benefits <br /> under this Agreement with respect to its Assigned Rights (as they apply to the Project Phase <br /> 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 SCP. In the event SCP 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, SCP may terminate this Agreement by providing the City with 30 days written <br /> notice.Notwithstanding this or other provisions herein, SCP's indemnity and defense obligations <br /> shall survive such termination for the later of twelve (12)months or expiration of the statute of <br />