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by City, if such breach is not cured within thirty (30) days after written notice from Developer to City of such breach, shall constitute a "City Event of Default." 13.3 City Remedies. If a Developer Event of Default occurs, City's sole and exclusive remedy, exercisable in City's sole and absolute discretion, is to terminate this Agreement by delivering written notice of termination to Developer. Upon any such termination, neither Party shall have any further rights or obligations to the other under this Agreement, except obligations that expressly survive termination of this Agreement. 13.4 Developer Remedies. If a City Event of Default occurs, Developer's sole and exclusive remedy, exercisable in Developer's sole and absolute discretion, is to terminate this Agreement by delivering written notice of termination to City. Upon any such termination, neither Party shall have any further rights or obligations to the other under this Agreement, except obligations that expressly survive termination of this Agreement. 14. LIMITATIONS ON REMEDIES AND DAMAGES. 14.1 EXCLUSIVE REMEDY. CITY AND DEVELOPER EACH ACKNOWLEDGE AND AGREE THAT THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF THEY WERE TO BE LIABLE TO EACH OTHER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY IN THE EVENT OF A BREACH OR DEFAULT UNDER THIS AGREEMENT, OTHER THAN TERMINATION OF THIS AGREEMENT. ACCORDINGLY, CITY AND DEVELOPER AGREE THAT THEIR RESPECTIVE SOLE AND EXCLUSIVE RIGHT AND REMEDY DURING OR FOLLOWING A BREACH OR DEFAULT UNDER THIS AGREEMENT BY THE OTHER PARTY IS TO TERMINATE THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, AS A RESULT OF A BREACH OR DEFAULT UNDER THIS AGREEMENT FOR ANY AMOUNT OF MONEY OR ANY SPECULATIVE, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY LOSS OF PROFITS SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED. CITY AND DEVELOPER EACH WAIVE ANY RIGHT TO PURSUE ANY REMEDY, OTHER THAN TERMINATION OF THIS AGREEMENT, AS A RESULT OF ANY BREACH OR DEFAULT UNDER THIS AGREEMENT BY THE OTHER PARTY. UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE ENTITLED TO RECEIVE DAMAGES ARISING FROM AN ACTUAL OR ALLEGED BREACH OR DEFAULT UNDER THIS AGREEMENT BY THE OTHER PARTY. 14.2 1542 ACKNOWLEDGMENT. CITY AND DEVELOPER EACH ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. -7- 23152.06025\7001961.5