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REV: 04-29-2021 PR <br />With copies to: Lowe Enterprises, Inc. <br />Attention: General Counsel <br />11777 San Vicente Boulevard, Suite 900 <br />Los Angeles, CA 90049 <br />Telephone: 310-571-4286 <br />Email: jdemarco@lowe-re.com <br />Section 5.06. Severability. If any term or provision of this Agreement, or the application <br />of any term or provision of this Agreement to a particular situation, is held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this <br />Agreement, or the application of this Agreement to other situations, shall continue in full force and <br />effect unless amended or modified by mutual consent of the Parties. Notwithstanding the <br />foregoing, if any material provision of this Agreement, or the application of such provision to a <br />particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in <br />their sole and absolute discretion) terminate this Agreement according to the provisions of Section <br />5.03. <br />Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this <br />Agreement without the prior written consent of the other; provided, however, that Developer may <br />assign this Agreement to any person or entity purchasing the Project from Developer <br />(“Purchaser”), and upon Developer’s assignment of its rights under this Agreement to Purchaser <br />and Purchaser’s assumption of all of Developer’s future liabilities and obligations arising under <br />this Agreement, and City’s consent thereto, Developer shall be released from all liabilities and <br />obligations arising under this agreement from and after the date of such assignment. <br />Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of <br />Remedies. <br />(a) Developer Processing Challenge. A “Developer Processing Challenge” is <br />any claim, demand, proceeding, application, petition, complaint or action filed, brought or <br />otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede <br />or annul City’s review, evaluation, consideration, processing, or disposition of or decisions <br />regarding Developer’s proposal to develop the Project or application or a portion thereof and any <br />combination thereof. Developer acknowledges that in the event of a Developer Processing <br />Challenge, all efforts undertaken by City in evaluating Developer’s proposal to develop the Project <br />may be set aside (in whole or in part), voided, invalidated, or annulled, and Developer is voluntarily <br />and knowingly proceeding at its sole risk. As to any such Developer Processing Challenge, <br />Developer and City shall each remain liable for its respective attorney’s fees and costs of litigation <br />and costs of experts and consultants retained in any such litigation. <br />(b) Third Party Project-Related Challenge. <br />i. Developer is aware that all efforts undertaken by City in evaluating <br />Developer’s proposal to develop the Project may be set aside (in whole or in part), voided, <br />invalidated, or annulled, and Developer is voluntarily and knowingly proceeding at its sole risk. <br />ATTY/AGR.2021.092/RWC Sequoia Station, LLC (1057 El Camino Real) (Page 6 of 9)