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purpose of performing the Owner's obligations under this <br />Agreement, provided Owner may be in common control with the <br />transferee or retains primary operational and managerial control <br />of the transferee so long as the Owner retains at least 51 % <br />interest at all times. <br />b. Easements or temporary permits to facilitate the development of <br />the Property. <br />c. Deeds of trust or other financing documents executed for the <br />purpose of securing loans to Owner made to finance <br />development of the Property, and transfers to any person or <br />entity pursuant to a foreclosure or deed in lieu of foreclosure of <br />such deed of trust or other, similar financing documents and any <br />subsequent transfer by any such person or entity. <br />4.3 Amendment or Cancellation of Development Agreement. This <br />Development Agreement may be amended from time to time or cancelled <br />by the mutual consent of the Parties, but only in the manner required by <br />Government Code Section 65868. <br />4.4 Enforcement. Notwithstanding Government Code Section 65865.4, this <br />Development Agreement is enforceable by either Party in any manner <br />provided by law. The remedies provided in Section 7.4 shall not include, <br />and City shall not be liable for, any action in damages or any costs or <br />attorney's fees resulting from any dispute, controversy, action or inaction, <br />or any legal proceeding arising out of this Development Agreement. <br />4.5 Indemnification by Owner. Owner agrees to and shall indemnify, defend <br />(through its own counsel) and hold City, its officers, agents, employees, <br />consultants, and representatives harmless from liability for damages, <br />attorney's fees, restitution, judicial or (to the extent legally possible) <br />equitable relief arising out of claims for personal injury, including death, <br />and claims for property damage, which may arise from construction <br />activities with respect to the Project by the Owner or their contractors, <br />subcontractors, agents, employees, or other persons acting on their <br />behalf. Owner further agrees to indemnify, defend (through its own <br />counsel) and hold City, its officers, agents, employees, consultants, and <br />representatives harmless from any Litigation, as hereinafter defined. For <br />purposes of this paragraph, "Litigation" shall mean any lawsuit, action or <br />cross - action, challenging the validity of this transaction, the Project as <br />defined in Section 2.5, or any portion thereof or the rights of either party <br />hereunder and /or the rights of either party to engage in the acts and <br />transactions contemplated by this Development Agreement. <br />Notwithstanding any other provision of this Development Agreement, this <br />indemnity and duty to defend shall be limited as follows: <br />7 <br />11 A -26 <br />