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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 />