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Section 14. Remedies. <br /> 14.1 Remedies Upon Default. If an Event of Default shall occur, the City shall have <br /> all cumulative rights and remedies under law or in equity, including but not limited to the <br /> following: <br /> 14.1.1 Damages. Except as otherwise provided in Section 14.1.4 below, <br /> Developer shall be liable for the actual damages incurred by the City. <br /> 14.1.2 Specific Performance. The City shall be entitled to specific performance <br /> of each and every obligation of Developer under this Covenant without any requirement to prove <br /> or establish that the City does not have an adequate remedy at law. Developer hereby waives the <br /> requirement of any such proof and acknowledges that the City would not have an adequate <br /> remedy at law for Developer's commission of an Event of Default hereunder. <br /> 14.1.3 Injunction. The City shall be entitled to restrain, by injunction, the actual <br /> or threatened commission or attempt of an Event of Default and to obtain a judgment or order <br /> specifically prohibiting a violation or breach of this Covenant without, in either case, being <br /> required to prove or establish that the City does not have an adequate remedy at law. Developer <br /> hereby waives the requirement of any such proof and acknowledges that the City would not have <br /> an adequate remedy at law for Developer's commission of an Event of Default hereunder. <br /> 14.1.4 Liquidated Damages. If the Event of Default results in the City's exercise <br /> of the purchase option in Section 5.6, Developer shall pay to the City on demand liquidated <br /> damages in the amount of Three Hundred Thousand Dollars ($300,000) and the provisions of <br /> Section 14.1.1 shall not apply. The parties understand and agree that the City's ability to obtain <br /> value for the Property is conditioned upon the development and construction of the Project in <br /> accordance with this Covenant, and that it would be impracticable and extremely difficult to fix <br /> the actual damages sustained as a result of the failure of Purchaser develop and construct the <br /> Project in accordance with Covenant. As result, the parties agree that the City shall have the <br /> right to recover the liquidated damages in the amounts set forth herein, which amount the parties <br /> agree are a reasonable estimate of the damage to the Seller, and are intended to fairly measure <br /> the loss to the Seller and are not punitive in nature. This liquidated damages amount shall be a <br /> lien on the Property for the City's benefit. The provisions of this Section 14.1.4 shall apply only <br /> in the event that an Event of Default results in the City's exercise of its purchase option under <br /> Section 5.6. <br /> 14.2 Copy of Notice of Default to Mortgagee. Whenever the City shall deliver any <br /> notice or demand to the Developer with respect to any breach or default by the Developer in its <br /> obligations or covenants under this Covenant, the City shall at the same time forward a copy of <br /> such notice or demand to each Mortgagee at the last address of such holder shown in the records <br /> of the City. <br /> 14.3 Mortgagee's Option To Cure Defaults. After any default in or breach of this <br /> Covenant by Developer or its successor in interest, each Mortgagee shall (insofar as the rights of <br /> the City are concerned) have the right, at its option, to cure or remedy such breach or default <br /> within thirty (30) days after the Developer's failure to cure said default or breach prior to the <br /> -18- <br /> 51083924 I <br />