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fully informed with respect to, and represented by counsel of such Party's choice in connection with, the rights and remedies of such Party hereunder and the waivers herein contained, and after such advice and consultation has presently and actually intended, with full knowledge of such Party's rights and remedies otherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein specified solely on the remedies provided for herein with respect to any breach of this Agreement by the other Party. Section 7.3 Cooperation in Event of Legal Action. In the event of an administrative, legal or equitable action or other proceeding instituted by a third-party challenging the validity of this Agreement or any Project Approval or Subsequent Approval, the parties shall cooperate in defending such action or proceeding. However, Developer agrees to reimburse City for City’s reasonable attorneys’ fees, expert witness fees, and related costs as City may incur in connection with its retention of outside counsel, and for any award of court costs or fees against City. City has the right to choose and retain such legal counsel as the City deems appropriate. However, Developer shall have no obligation to reimburse City for costs incurred after the date on which Developer gives the City written notice of its decision to settle an action or proceeding, even if the City does not agree to the settlement. Section 7.4 Defaults. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party (unless such period is extended by mutual written consent), shall constitute a default (“Default”) under this Agreement. Any notice given pursuant to the preceding sentence (“Default Notice”) shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 30- day period. Upon the occurrence of a Default under this Agreement, the non-defaulting Party may institute legal proceedings to enforce the terms of this Agreement or, in the event of a material default, terminate this Agreement. If the Default is cured, then no Default shall exist and the noticing Party shall take no further action. In the event City or Developer Defaults under the terms of this Agreement, City or Developer shall have all rights and remedies provided under law. No Default hereunder shall render invalid the lien of any deed of trust, mortgage or security interest in or upon the Project Site or any improvements or fixtures at any time located thereon. Section 7.5 Periodic Review. a. Conducting the Periodic Review. Throughout the Term of this Agreement, at least once every twelve (12) months following the Effective Date, City shall review the extent of good-faith compliance by Developer with the terms of this Agreement. This review (the “Periodic Review”) shall be conducted by the Director of Community and Economic Development or his/her designee and shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code § 65865.1. b. Good Faith Compliance. During the Periodic Review, the Director of Community and Economic Development shall review Developer’s good-faith compliance with the terms of this Agreement. At the conclusion of the Periodic Review, if the Director of Community and Economic Development finds that the Developer has not complied in good faith with the terms and