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(c) Applicable Law. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflict of law principles. (d) Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. (e) Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Section 14.4 Termination by the City. The City may terminate this Agreement in the event that prior to Closing: (a) The Developer(or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement; or (b) There is a change in the ownership of the Developer contrary to the provisions of Article 11 hereof. Section 14.5 Termination by the Developer. In the event that despite making best efforts, Developer is unable to obtain financing in the timeframe set forth in the Schedule of Performance or otherwise determines in its reasonable discretion, prior to closing on the Construction Loan, that development of the Project is not feasible, or if the City is in default hereunder, then, at the option of the Developer, upon such written notice thereof to the City, this Agreement shall be terminated, the City Loan will be forgiven, and thereafter neither party shall have any further rights or liability against the other under this Agreement. Section 14.6 No Fault Termination. The following events constitute a basis for a no fault termination of this Agreement: (a) CEQA approval is not obtained pursuant to Section 4.4; or (b) The City in its role as the City's Community Development Department fails to approve any land use permits or entitlements necessary for the development of the Project. Upon the happening of either of the above-described events, the City and the Developer shall meet in good faith to determine whether a mutually acceptable amendment to this Agreement and/or modification to the scope of development for the Project is feasible. If the City and the Developer are unable to agree on a mutually satisfactory modification, the parties may agree to terminate this Agreement, the City Loan will be forgiven, and thereafter neither party shall have any further rights or liability against the other under this Agreement. 30 191A52V1242198.13