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the Litigation with prejudice pursuant to Section 8.3 hereof, or the failure of the <br />City to file such dismissal with prejudice pursuant to Section 8.3 hereof may <br />impair Developer's ability to obtain or maintain the Tax Credits and, as a result <br />thereof, neither FOL nor the City shall be entitled to any cure period as a result of <br />the breach of their respective obligations under Section 8.3 hereof. The Parties <br />agree that time is of the essence in the performance by FOL and the City of their <br />respective obligations under Section 8.3 hereof. <br />10.2. Affect of Modification of Agency's Powers. In addition to specific provisions of <br />this Agreement, performance by the City or Agency hereunder shall not be <br />deemed to be in Default, if the Agency's powers are modified, by state or federal <br />legislation or otherwise, in any way that precludes the City or Agency from <br />performing its obligations under this Agreement as a matter of law. <br />10.3. Institution of Legal Action. In addition to any other rights or remedies and <br />subject to the restrictions otherwise set forth in this Agreement, after expiration of <br />the cure period provided in Section 10.1 above, any Party may institute a legal <br />action to seek specific performance of the terms of this Agreement, or to cure, <br />correct or remedy any Default. Specific performance shall be each Party's sole <br />remedy against the other Party in the event of a breach hereunder. The rights and <br />obligations of any non-breaching Party shall not be affected by the institution of a <br />legal action alleging breach against another Party. <br />11. Representations and Warranties. Each of the Parties represents, warrants, and agrees as <br />to itself ("Such Party") as follows: <br />11.1. Such Party has received independent legal advice from its attorneys with respect <br />to the advisability of making the settlement provided for herein, and with respect <br />to the advisability of executing this Agreement. Such Party has been fully <br />advised by its attorneys with respect to its rights and obligations under this <br />Agreement and understands those rights and obligations. <br />11.2. No other Party (nor any director, officer, member, manager, partner, trustee, <br />agent, employee, representative or attorney of or for any other Party) has made <br />any statement or representation to Such Party regarding any fact Such Party relied <br />upon in entering into this Agreement, and Such Party is not relying on any <br />statement, representation or promise, written or oral, of any other Party (or of any <br />director, officer, member, manager, partner, trustee, agent, employee, <br />representative or attorney for any other Party) in executing this Agreement, or in <br />making the settlement provided for herein, except as otherwise expressly stated in <br />this Agreement. <br />11.3. Prior to the execution of this Agreement, Such Party and Such Party's legal <br />counsel have made such investigation of the facts and inquiries Such Party <br />deemed necessary or desirable pertaining to this settlement, this Agreement and <br />all the matters pertaining thereto. <br />14