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or violation of this Agreement by the County shall be a legal action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement. 5.6. Applicable Law and Attorneys' Fees. This Agreement shall be construed and enforced in accordance with the laws of the State of California. The Developer acknowledges and agrees that the County has approved and entered into this Agreement in the sole exercise of its legislative discretion and that the standard of review of the validity and meaning of this Agreement shall be that accorded legislative acts of the County. Should any legal action be brought by a Party for breach of this Agreement or to enforce any provision herein, the prevailing Party in such action shall be entitled to reasonable attorneys" fees, court costs and such other costs as may be fixed by the Court. For purposes of this Agreement,reasonable attorneys" fees of the County Counsel's Office shall be based on comparable fees of private attorneys practicing in the County of San Joaquin. 5.7. Events and Manner of Termination. Because of the substantial reliance of both Developer and County on the provisions of this Agreement in implementing the Master Plan and development of the Property pursuant to the Existing Approvals and this Agreement,both Developer and County desire to avoid termination of this Agreement when other appropriate remedies or procedures to resolve disputes or problems exist. Prior to termination, County and Developer will confer with the objective of attempting to arrive at a mutually acceptable alternative to termination,which substantially advances the objectives of both in entering into this Agreement. Accordingly, this Agreement may be terminated by a Party only under the following circumstances and subject to the following conditions: 5.7.1. By expiration of its term or by termination by the County, as provided in Section 1.5. hereof; 5.7.2. Pursuant to Section 1.6. hereof; 5.7.3. Pursuant to Section 1.11. hereof, 5.7.4. Pursuant to Sections 4.4, 4.5 and 4.6 hereof; 5.7.5. By operation of Section 5.8. hereof; 5.7.6. By operation of Section 5.9. hereof; 5.7.7. By a material default hereunder by a Party for which the nondefaulting Party in the good faith exercise of its judgment determines that other remedies hereunder are 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 W02-SF:FPD\61481145.2 -45-