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inadequate or not available to correct such default or provide substantial relief to the nondefaulting Party; provided, however, that the nondefaulting Party desiring to terminate this Agreement shall first give written notice to the defaulting Party of its intent to terminate this — Agreement/the matter shall be scheduled for consideration and review by the Board of Supervisors of County within sixty(60) days after such notice of intent to terminate is delivered to the defaulting Party, and if the default is not then resolved to the mutual satisfaction of the Parties,termination shall be effective upon the passage of thirty(30)days following such consideration and review by the Board of Supervisors. 5.8. Invalidity of Agreement. 5.8.1. If this Agreement shall be determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. 5.8.2. If any provision of this Agreement shall be determined by a court to be invalid or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any law which becomes effective after the Effective _ Date of this Agreement and any Party in good faith determines that such provision is material to its entering into this Agreement, that Party may elect to terminate this Agreement as to all of its obligations then remaining unperformed in accordance with Section 5.9. hereof, subject, _ however, to the provisions of Section 5.10. hereof. 5.9. Termination Upon Completion of Development. _ 5.9.1. Concurrently with or following the recordation of a Final Map creating developable lots none of which require any further on-site or off-site Infrastructure or the _ satisfaction of other conditions before building permits can be issued for such lots, Developer may request in writing and the Community Development Director shall not unreasonably withhold, the issuance of a certificate of termination of this Agreement, in recordable form, as to the lots included in such Final Map. Upon recordation of the certificate of termination, at Developer's cost, this Agreement shall terminate as to the lots included in the certificate of termination;provided, however, that such termination of this Agreement shall not preclude the imposition of continuing payments and obligations under the Public Financing Plan,any agreement with the MHCSD and any Financing Mechanisms. 5.9.2. In addition to Section 5.9.1., this Agreement shall terminate when the Property has been fully developed and all of the Developer's obligations in connection therewith (except for continuing payments and obligations under the Public Financing Plan, the MHCSD Services Agreement or any other agreement with the MHCSD and any Financing Mechanism) are satisfied as determined by the County, subject, however, to the provisions of Section 5.10. hereof. 5.10. Effect of Termination on Developer Obligations. Termination of this Agreement as to the Developer or the Property or any portion thereof shall not affect any requirement to comply with the Existing Approvals (to the extent the Existing Approvals remain in effect), W02-SF:FPD\61481145.2 -46- -