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7.2 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.
<br /> 7.3 Indemnification. In addition to any other indemnity specifically provided in this
<br /> Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of
<br /> Developer, which shall not be unreasonably withheld, and which may be joint defense counsel
<br /> upon City's and Developer's consent) indemnify and hold harmless City and its respective officers,
<br /> officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from
<br /> and against any loss, liability, claim, or judgment arising from any act or omission of Developer
<br /> in connection with its obligations under this Agreement, except to the extent caused by the active
<br /> negligence or willfiil misconduct of Indemnitees.
<br /> 8. ASSIGNMENT, COVENANTS RUN WITH THE LAND
<br /> 8.1 Assignment by Developer.
<br /> 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2
<br /> below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or
<br /> transfer or assign Developer's rights and obligations in this Agreement,without City's prior written
<br /> approval, which shall not be unreasonably withheld ("Permitted Transfer"), In connection with
<br /> Permitted Transfer, Developer shall: (i) notify City in writing of the sale, transfer, or assignment
<br /> of all or any portion of the Property, and (ii) deliver to City an assignment and assumption
<br /> agreement (or other agreement) in a form approved by City and executed by Developer and its
<br /> transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's
<br /> covenants and obligations set forth herein with respect to the Property or the portion thereof so
<br /> transferred. Any request for transfer or assignment of the Agreement by Developer shall require
<br /> the payment of fees or a deposit to compensate the City for approximate expenses incurred by
<br /> Developer to City, as applicable, for the City's review of the request. Upon the delivery of the
<br /> assignment and assumption agreement as provided for above for a Permitted Transfer, or in the
<br /> event of a sale of the Property as provided for in Section 5.1.1, Developer shall be released from
<br /> any future obligations under this Agreement.
<br /> 8.1.2 Sale of Property. Developer agrees and declares that the Property and the
<br /> Project shall be held, conveyed,mortgaged, encumbered,leased,rented,used, occupied,operated,
<br /> sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of
<br /> which are for the purpose of enhancing and protecting the value and attractiveness of the Property
<br /> and the Project, All of the obligations set forth or incorporated in this Agreement shall constitute
<br /> covenants which run with the land and shall be binding on Developer and its successors and
<br /> assigns, and all parties having or acquiring any right, title or interest in, or to any part of the
<br /> Property or Project. Developer further understands and agrees that the Density Bonus permit
<br /> approvals received for this Project have been made on the condition that Developer and all
<br /> subsequent owners, or other successors and assigns of the Property and/or Project lease and rent
<br /> the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 5
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