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DEVELOPER: Waft Communities, LLC Attention: Howard Press 2716 Ocean Park Boulevard, Suite 2025 Santa Monica, CA 90405 Telephone: 310-351 -5635 Facsimile: with copies to: Attention: Telephone: Facsimile: Section 5.06. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in their sole and absolute discretion) terminate this Agreement according to the provisions of Section 5.03. Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this Agreement without the prior written consent of the other. Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of Remedies. (a) Developer Processing Challenge. A "Developer Processing Challenge" is any claim, demand, proceeding, application, petition, complaint or action filed, brought or otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede or annul City's review, evaluation, consideration, processing, or disposition of or decisions regarding Developer's proposal to develop the Project or application or a portion thereof and any combination thereof Developer acknowledges that all efforts undertaken by City in evaluating Developer's proposal to develop the Project may be set aside (in whole or in part), voided, invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk. As to any such Developer Processing Challenge, Developer and City shall each remain liable for its respective attorney's fees and costs of litigation and costs of experts and consultants retained in any such litigation. Page 6 of 9 REV: 08-10-16 VR ATTY/AGR.2016.211/Watt Communities, LLC