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accordance with Section 12 3 The limited partner(s) shall have the same nght as Developer to cure or remedy any default hereunder within the cure period provided to Developer, provided however, if the default is of such nature that the limited partners reasonably determine that it is necessary to replace the general partner of Developer in order to cure such default, then the cure period shall be extended by an additional sixty(60) days after the removal and replacement of such general partner, provided that the limited partners have promptly commenced and diligently proceeded with all requisite actions to effect such removal and replacement 10.10 Construction Plans. If this Agreement is terminated by mutual agreement of the Parties or by City as a result of an Event of Developer Default, the Developer, at no cost to the City, shall deliver to the City copies of all construction plans and studies in the Developer's possession or in the possession of the Developer' s consultants related to development of the Project on the Property, including without limitation, the Construction Plans, subject only to the nghts of senior lenders identified in the Financing Plan as it may be updated with City approval. If the City utilizes the Construction Plans or studies, the City shall indemnify the Developer for any claims ansing from such use, and such indemnity shall survive the termination of this Agreement ARTICLE XII INDEMNITY AND INSURANCE. 11 1 Indemnity. To the greatest extent allowed by law, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims arising directly or indirectly, in whole or in part, as a result of or in connection with the development, construction, improvement, operation, ownership or maintenance of the Project or the Property, or any part thereof or interest therein, by Developer or Developer's contractors, subcontractors, agents, employees or any other party acting for or on behalf of Developer, or otherwise ansing out of or in connection with Developer's performance or failure to perform under this Agreement, including without limitation, Claims ansing or alleged to have ansen in connection with any violation of Applicable Laws in connection with the development, operation or management of the Project Developer's indemnification obligations under this Section 11 1 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees and are subject to the additional terms set forth in Section 11 2 below The provisions of this Section 11.1 shall survive the expiration or earlier termination of this Agreement 11 2 Terms Applicable to Indemnity Provisions The terms set forth in this Section 11 2 shall apply to all provisions of this Agreement that pertain to Developer's obligations to indemnify City and the other Indemnitees, including without limitation, Sections 5 11, 5 14, 5 15, 6 3, 7 2, 11.1, and 12.1 In connection with each such provision, all of the following shall apply. (a) City does not and shall not waive any rights against Developer that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the OAK#4822-6539-6013 v5 33