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7.2 Notice to Developer of Breach. In the event that the Developer fails to materially perform any of the Developer's obligations pursuant to the terms and conditions of this Agreement within the time herein specified, BART shall promptly give the Developer written notice of such default. The Developer shall have a period of fifteen (15) business days from receipt of such written notice from BART to the Developer within which to cure a monetary default and sixty (60) business days to cure anon-monetary default; provided, however, that with respect to any default that cannot be cured by the Developer within the respective time period, the default shall not be deemed to be uncured if the Developer commences to cure within such time period and diligently prosecutes the cure to completion. 73 Termination Upon Developer Default. If the Developer fails to cure any material default during the cure period described above, this Agreement shall be terminated upon written notice of termination from BART, and thereafter none of the Parties shall have any further rights or obligations thereunder, except for BART's right to retain the Payment as liquidated damages. 7.4 BART'S Discretion to Extend Time for Performance. Subject to Section 15, BART may extend the time for the Developer's performance of any of the terms and conditions of this Agreement. Subject to Section 15, any extension shall be granted in BART's sole and absolute discretion, and in no event shall this provision be construed as conveying any right or entitlement to an extension. 7.5 Default by BART or the City. In the event that either the City or BART fails to perform any provision under this Agreement, the Developer shall have the right to terminate this Agreement. Upon termination of this Agreement, BART shall promptly refund the Payment to the Developer in accordance with Section 2 above. 7.6 Termination by the Developer. At any time following the Effective Date, the Developer shall have the right to terminate this Agreement if the Developer determines, in its sole discretion, that the project is economically infeasible, by delivering written notice to BART, the City and the Redevelopment Agency of the Developer's election to terminate. In the event the Developer terminates this Agreement in accordance with this Section 7.6, then the Payment, excluding any portion that has been expended as permitted by the terms of this Agreement, shall be refunded to the Developer within ten (10) business days following such termination. 8. INDEMNIFICATION. Each of the Parties hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, defend (with legal counsel reasonably satisfactory to the indemnified Party), save and hold harmless the other Party and its respective agents, officers, officials, employees and other representatives of the indemnified Party from all claims, demands, liabilities, actions or causes of actions, including without limitation, reasonable attorneys' fees and litigation costs, arising out of or resulting from, or in connection with the negligence or willful misconduct of the indemnifying Party with respect to this Agreement, including, but not limited to, the indemnifying Party's actions or lack of actions with respect to the Property, the negotiation and execution of this Agreement, or the negotiation and execution of a sales or exchange agreement or ground lease for the project. This mutual indemnification provision does not cover any losses that the Developer may incur due to BART's default of the Agreement. In the event of such default, the Developer's sole remedy is to terminate the Agreement. This indemnification does not cover any losses that BART may incur due to the SANF1~382607.1 311718-29 9