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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 Ionger 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. Voluntn 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
<br />Ordinance No NS-3071 Exhibit 4
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