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<br /> <br />AGREEMENT <br /> <br /> NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises set <br />forth below, and for other good and valuable consideration, the receipt and sufficiency of which are <br />hereby acknowledged, Seller and Buyer agree as follows: <br /> <br />1. Assignment and Assumption of Development Agreement. Seller hereby assigns, conveys, <br />sets over and delivers to Buyer all of Seller’s right, title, obligation and interest in and to the <br />Assumed Obligations. Buyer hereby accepts and assumes from Seller the Assumed <br />Obligations from and after the date of this Agreement. Buyer acknowledges that the intent <br />of this Agreement is to make Buyer fully responsible for the Assumed Obligations and to <br />release Seller therefrom from and after the date of this Agreement. Buyer shall comply with <br />all specific obligations applicable to the Assumed Obligations as set forth in the <br />Development Agreement from and after the date of this Agreement. Buyer agrees to <br />indemnify, defend, and hold Seller harmless from and against any and all losses, debts, <br />claims, liabilities, responsibilities, costs and expenses (including reasonable attorneys’ fees) <br />accruing on and after the date of this Agreement in connection with any obligation or <br />liability related to the Assumed Obligations or arising from or related to Buyer’s failure to <br />perform any of the Assumed Obligations in accordance with the Development Agreement <br />on or after the date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer <br />harmless from and against any and all losses, debts, claims, liabilities, responsibilities, costs <br />and expenses (including reasonable attorneys’ fees) accruing prior to the date of this <br />Agreement in connection with any obligation or liability related to the obligations of Seller <br />under the Development Agreement, including, without limitation, the Assumed Obligations, <br />or arising from or related to Seller’s failure to perform such obligations in accordance with <br />the Development Agreement prior to the date of this Agreement. <br /> <br />2. Release of Seller. The City does hereby release Seller from all loss, liability, cost, expense <br />and responsibility arising out of or associated with the Assumed Obligations accruing from <br />and after the date of this Agreement or otherwise attributable to the period commencing on <br />the date of this Agreement and continuing thereafter. The City agrees to look solely to <br />Buyer for payment and performance of such Assumed Obligations. No default by Buyer <br />with respect to the Assumed Obligations will result in a default under the remaining portions <br />of the property covered by the Development Agreement. No default by Seller of its <br />obligations under the Development Agreement with respect to the Retained Property will <br />result in a default by Buyer with respect to the Assumed Obligations. <br /> <br />3. Recitals. The foregoing recitals are true and correct and are hereby incorporated by <br />reference. <br /> <br />4. Inurement; Counterparts. This Agreement shall bind and inure to the benefit of the parties <br />hereto and their successors and assigns. This Agreement shall run with the land. This <br />Agreement may be executed in counterparts, each of which shall constitute an original, but <br />all of which together shall constitute one and the same instrument. <br /> <br />5. Assignment; Governing Law; Conflicts; Amendment. This Agreement shall not be assigned <br />without the prior written consent of Seller and the City. This Agreement shall be governed <br />2 <br />