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and adversely impact the Brightline Project. (e) Municipality will not pass any resolution or adopt any other official act that publicly supports or actively encourages others to support any federal, state, county, or local laws or regulations that would directly and adversely impact Brightline's ability to comply with any term of the Settlement Agreement or this Agreement, or vary any commitment made under the Settlement Agreement or this Agreement. 4. Notice and Opportunity to Cure. In the event that a Party alleges another Party to be in material breach of this Agreement, the Party alleging the material breach shall provide the other Party with written notice identifying with specificity the date and location of the perceived material breach and the provision of the Agreement breached ("Cure Notice"). The Party receiving such Cure Notice shall have thirty (30) days from the time it receives the Cure Notice (the "Cure Period") to either (a) cure the alleged material breach and respond in writing, describing what remedial action has been taken, or (b) respond in writing, explaining why no breach has occurred. During the Cure Period, and afterward, the Parties shall cooperate in good faith to resolve the alleged material breach. If the Party alleged to have materially breached this Agreement cures or otherwise satisfactorily responds to the alleged material breach within the Cure Period, the Party alleging the material breach shall not file a lawsuit or take other action predicated upon the alleged material breach. If the Party alleged to have materially breached the Agreement does not cure or satisfactorily respond to the alleged material breach within the Cure Period, the other Party shall be entitled to file suit to cure the alleged material breach and seek to terminate this Agreement and/or the contemplated amendments to the Existing Municipal Crossing Agreements. 5. Compromise. This Agreement is made in compromise of a dispute. Nothing herein shall be construed or deemed an admission of liability or wrongdoing. 6. Entire Agreement. This Agreement contains the entire agreement of the Parties, and supersedes any and all prior negotiations, representations, understandings, and agreements, whether oral or in writing, with respect to the subject matter hereof. 7. Modification. This Agreement may not be amended, modified, released, discharged, or otherwise terminated, in whole or part, except by an instrument in writing signed by authorized representatives of the parties hereto. 8. Construction. This Agreement was drafted by counsel for the Parties and shall not be construed more strictly against any Party on the ground that it was the drafter. 9. Governing Law; Attorneys' Fees. This Agreement shall be construed and the legal relations between the Parties shall be determined in accordance with Florida law. In any litigation or other legal proceeding arising out of or related to this Agreement, both parties agree to waive claims for attorneys' fees and costs. 10. Waiver. Each Party acknowledges and agrees that it has had the opportunity to consult with counsel of its choice in deciding whether to enter this Agreement. Each Party further acknowledges that it was not fraudulently induced, coerced, or intimidated to sign this -3-