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(55) years ("Total Affordability Term"), except for obligations, which are specifically stated to
<br />survive expiration of the Agreement.
<br />6.DEFAULT AND TERMINATION; INDEMNIFICATION
<br />6.1 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 requiring more than thirty
<br />(30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within
<br />such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an
<br />additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of
<br />ninety (90) days). 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 />6.2 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. City’s rights and remedies to enforce this
<br />Agreement include any and all civil, administrative, or criminal remedies as set forth in local, state,
<br />or federal law. Notwithstanding anything to the contrary contained in this Agreement, in no event
<br />shall either Party be liable for speculative, consequential, punitive or other indirect damages, and
<br />each Party waives any right to collect speculative, consequential, punitive or other indirect
<br />damages against the other Party.
<br />6.3 Indemnification. In addition to any other indemnity specifically provided in this
<br />Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner,
<br />which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense
<br />counsel upon City's and Owner's consent) indemnify and hold harmless City and its respective
<br />officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees")
<br />from and against any loss, liability, claim, or judgment arising from any act or omission of Owner
<br />in connection with its obligations under this Agreement, except to the extent required by law for
<br />the negligence or willful misconduct of Indemnitees.
<br />7.ASSIGNMENT; COVENANTS RUN WITH THE LAND
<br />7.1 Assignment by Owner.
<br />7.1.1 Prohibited Transfers or Assignments. Owner shall not sell,
<br />transfer, or assign the Property or Project in whole or in part, or transfer or assign
<br />Owner's rights and obligations in this Agreement, in whole or in part, unless the
<br />sale, transfer, or assignment complies with this Section (“Permitted Transfer”). If
<br />Owner seeks to sell, transfer or assign the Property or Project, or any rights and
<br />obligations in this Agreement, in a manner that does not constitute a Permitted
<br />Transfer, Owner shall request City’s written consent, and Cityshall respond within
<br />EXHIBIT 2
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