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7C Page 235 Upon the occurrence of an Everlt of DefauIt, the non-defaulting Party shall have the right, subject to Section 5.2 in addition to all other rights and remedies available at Iaw and equity, to {i j bring any proceeding in tlze nature of specific performance, injunctive relief or mandamus and/or(ii.) bring any action at law or in equity as may be permitted by law or this Agreement:in order to recover all damages necessary to compensate the non-defaulting Pa.rty for all the d.etrzznent proximately caused by the defaulting Party's failure to perfornz its agree;i�ents, obligatzons or undertakings he.reunder, or otherwise arising out of the Event of Default, or which in the ordinary cou.rse of things wau.ld be Iilcely to result therefrom. In addition, and stz.bject to Section 5.2 upon the occurreizce of an Event of Default, the non-defaulting Party shall have the right to terminate tliis.Agxeement,but aiZy such termiziation shall not affect such Party's right to seek compensatory damages on account of the Event of Default for which this Agreement has been tenn.inated. 5.4 Effect of Tenrination: DeveloQer's Rights to Develop the Pr�perty. In the event of term.in.ation of this Agreement as a result of an Even.t of Default by the � City, Developer shall be entztled to all af the benefits arising out of, or entitlen�ents on accoiznt of, any exactions paid, given or dedicated to, or received by, City under this Agreelnent. No termination of this Agreement shall prevent Developer from coinpleting, in accordance with the terms of this Agreen�ent and tl�e Precise Plan, and occupying the buildings or other improvements authorized pursuant to valid building permits previously approved by the City, or under construction at the time of termination, provided that the buildings or. improvements qu.alify under the Bui.lding Code anct other Czty construciion codes for a certif cate of occupancy. As used herein, "construction" shall mean work under a valid buiiding pennit, and "completing" sl�ali mean completion for benefici.al occupancy for Developer's use. 5.5 Indemnification. If any judicial action or otl�er proceeding (other than a proceeding before the City or a City agency) is filed by a third party ar parties challenging the validity of this A�-eement, the Preczse Plan or any City approval of the Project, including without limitation,the EIR, or the EIR Addendum,the City may tender to Developer its defense in that action or proceeding, and the Developer shall,provicled that the City cooperates in said defensa, defend the City and its officers and employees at the Developer's expense(except that the Developer shall n.at be abligated to pay the costs of City sta£Ctime or ordin.ary office expenses, such as copying, telephone azid delivery, incurred by the City in cooperating with such.defense}, and slaall indemilify and hold the City, its officers and employees harmless from financial liability, cosis and expenses,including witilout Iimitation.attorneys' fees, arising as a result of the action or challenge. in the event of such a tender, the Developer may elect to provide a single defense on behalf of the Developer and tlle City, ar to provide for separate defenses and appearances. ARTICLE 6: SECURITY FINANCIVG AND RIGHTS OF AOLDERS 6.1 Holder Not Obli�ated to Construct. I 025843-G 1.4 ORAFT 12/12/07 3:OQ PM