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withdrawing its Project applications, the City agrees to reasonably work along with Developer in good faith to dismiss or settle any "Indemnified Claim," as defined in Section 10 below. Once an "Indemnified Claim" is dismissed or settled, Developer shall not be liable for any costs or expenses incurred related to said "Indemnified Claim" after the date of such dismissal or settlement. 9. Default. A. Should Developer fail to perform any of its obligations under this Agreement, then City may, at its option, pursue any or all of the remedies available to it under this Agreement, at law or in equity. B. Without limiting any other remedy which may be available to it, if Developer fails to perform any of its obligations under this Agreement, City may cease performing its obligations under this Agreement. C. If any amounts remain owing to City for Services actually performed prior to termination of this Agreement, City may bring an action to recover all costs and expenses incurred by the City in completing such Services, together with interest thereon from the date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate, whichever is greater. D. City will not take the Project forward for consideration of discretionary actions unless and until all fees are paid. If any amounts remain owing to City pursuant to this Agreement for Services actually performed prior to termination of this Agreement, City may withhold consideration of discretionary actions, permits and/or certificates of occupancy until all such amounts are paid. E. Should City fail to perform any of its obligations under this Agreement, then Developer may, at its option, pursue any or all of the remedies available to it under this Agreement, at law or in equity. F. Without limiting any other remedy which may be available to it, if City fails to perform any of its obligations under this Agreement, Developer may cease performing its obligations under this Agreement. 10. Indemnification. Developer further agrees that to the fullest extent permitted by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of Santa Ana and its constituent public agency members, officers, employees, volunteers, attorneys and agents (in the aggregate, the "City Indemnitees") from any and all liability, demand, claim, action, or proceeding, whether actual, alleged, or threatened, including by way of example but not exclusion, proceedings of an administrative or regulatory nature and proceedings that may be associated with alternative dispute resolution (an "Indemnified Claim") brought by third parties against any City Indemnities (including any advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of any approvals granted for the Project, the Environmental Document concerning the 3651962803 6