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i;j:; <br /> ' '-"�,wi-._ � . <br /> 8.9 DHA and City Default. DHA and/or the City, respectively, shall be in default if <br /> DHA and/or the City fail to perform any of their respective material obligations hereunder,including <br /> the timely payment of any funds due hereunder by the DHA and/or the City, respectively. <br /> Notwithstanding anything to the contrary which may be construed under this Agreement,the liability <br /> of each Party to each other Party shall be several and specifically not joint. <br /> 8.10 Developer's Remedies. In the event of any default by DHA and/or City, <br /> respectively, under this Agreement or failure by DHA and/or the City, respectively, to fund their <br /> respective obligations under this Agreement upon receiving all funds from all funding sources,and <br /> after notice and cure period described in Section 8.3,Developer shall have the right to(i)terminate <br /> this Agreement and/or(ii)exercise any and all other remedies at law or in equity that Developer may <br /> now or hereafter have. In addition to the foregoing, but nevertheless subject to the other terms of <br /> this Agreement,Developer shall have the right to seek reimbursement and payment for all authorized <br /> obligations incurred and fees earned through the date of notification of termination by the Developer <br /> to DHA or the City in accordance with this Agreement.Notwithstanding anything to the contrary set <br /> forth above in this Section 8.10, the Developer and DHA mutually agree that, in the event the City <br /> defaults,breaches or otherwise fails to perform its respective obligations under this Agreement,the <br /> sole right and remedy of the Developer and DHA shall be limited to a right in equity for the specific <br /> performance of the City's obligations. The Developer and the DHA hereby waive all rights either <br /> may have, at law or in equity, by reason of the City's default, breach or failure to perfortn its <br /> obligations hereunder, other than the right in equity for the specific performance of the City's <br /> obligations. <br /> 8.11 City's Remedies. In the event of any default by DHA and/or the Developer under <br /> this Agreement, after the notice and cure period described in Section 8.3, the City shall have the <br /> limited right to pursue a claim in equity for specific performance. The City hereby waives all rights <br />' the City may have,at law or in equity,by reason of the Developer's and/or DHA's default,breach or <br /> failure to perform its obligations hereunder, other than the right in equity for the specific <br /> performance of the Developer's and DHA's respective obligations. <br /> ARTICLE 9. ASSIGNMENT OF WORK PRODUCT AND CONTRACTS <br /> For purposes of this section,"Developer"shall be deemed to include the Developer and any <br /> and all of the Developer's general partners, agents, consultants and employees. <br /> 9.1 Assignment of Contracts. If the performance of the work is terminated for any reason, <br /> in whole or in part,Developer and affiliates shall assign all contracts related to the Revitalization to <br /> the DHA or the DHA's designee and the DHA or DHA's designee shall assume Developer's <br /> responsibilities under such contracts. If such termination takes place after the Closing and the <br /> Developer or its affiliate(s) has entered into any contracts and guarantees with the investors or <br /> lenders, written approvals from such investors or lenders to assign the guarantees to the DHA's <br /> designee shall be obtained to the extent required. <br /> 9.2 Assignment of Work Products. Upon termination of this Agreement for any reason, <br /> Developer's right, title, and interest, if any, in (1) all plans, studies, reports, drawings, permits, <br /> approvals, and other work product produced or obtained by the Developer in connection with this <br /> Decatur Housing Authority Near North Impact Area Development Agreement <br /> Page 38 <br />