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93103418 <br />this Agreement, and, in the event such challenge is successful, <br />this Agreement shall remain unmodified and in full force and <br />effect. The provisions of this section 7 shall be narrowly <br />construed in favor of Developer, in order to preserve to <br />Developer the benefits of this Agreement to the fullest extent <br />possible. <br />8. Remedies. Either Party may, in addition to any other <br />rights or remedies, institute legal action to cure, correct or <br />remedy any default, enforce any covenant or agreement herein, <br />enjoin any threatened or attempted violation or enforce by <br />specific performance the obligations and rights of the Parties <br />hereto. <br />9. Waiver: Remedies Cumulative. Failure by a Party to <br />insist upon the strict performance of any of the provisions of <br />this Agreement by the other Party, irrespective of the length of <br />time for which such failure continues, shall not constitute a <br />waiver of such Party's right to demand strict compliance by such <br />other Party in the future. No waiver by a Party of any default <br />shall be effective or binding upon such Party unless made in <br />writing by such Party, and no such waiver shall be implied from <br />any omission by a Party to take any action with respect to any <br />such default. All of the remedies permitted or available to a <br />party under this Agreement, or at law or in equity, shall be <br />cumulative and not alternative, and invocation of any such right <br />or remedy shall not constitute a waiver or election of remedies <br />with respect to any other permitted or available right or remedy. <br />10. Attornevs' Fees. If either Party brings an action or <br />proceeding (including, without limitation, any cross-complaint, <br />counterclaim, or third-party claim) against the other Party by <br />reason of an event of Default, or otherwise arising out of this <br />Agreement, the prevailing Party in such action or proceeding <br />shall be entitled to its costs and expenses of suit, including <br />but not limited to reasonable attorneys' fees (including, without <br />limitation, fees and expenses), which shall be payable whether or <br />not such action is prosecuted to judgment. "Prevailing Party" <br />within the meaning of this section shall include, without <br />limitation, a Party who dismisses an action for recovery <br />hereunder in exchange for payment of the sums allegedly due, <br />performance of covenants allegedly breached, or consideration <br />substantially equal to the relief sought in the action. <br />1l. Limitations on Actions. City and Developer hereby <br />renounce the existence of any third-party beneficiary to this <br />Agreement and agree that nothing contained herein shall be <br />construed as giving any other person or entity third party <br />beneficiary status. If any action or proceeding is instituted by <br />any third party challenging the validity of any provisions of <br />this Agreement, or any action or decision taken or made <br />hereunder, the parties shall cooperate in defending such action <br />or proceeding. <br />13-