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05-19-99 13:46 From-KENNEDY & GRAVEN +6123379310 T-806 P.12/31 F-170 <br /> Agreement. Each party hereby agrees to indemnify and hold the other harmless of any claim made <br /> by a broker or sales agent or similar party for a commission due or alleged to be due on this <br /> transaction. <br /> 17.0 Default. The following default provisions govern this Agreement. <br /> 17.1. Events of Default Defined. The following shall be "Events of Default" under <br /> this Agreement and the term "Event of Default" shall mean, whenever it is used in this <br /> Agreement (unless the context otherwise provides), any failure by any parry to observe or <br /> perform any other covenant,condition,obligation or agreement on its part to be observed or <br /> performed hereunder, but only If such failure has not been cured within thirty days after <br /> receipt by the defaulting party of written notice of such failure or, if the failure is by its <br /> nature incurable within thirty days, the defaulting party does not provide assurances <br /> reasonably satisfactory to the non-defaulting party within such thirty-day period that the <br /> failure will be cured and will be cured as soon as reasonably possible. Subject to the <br /> foregoing notice and cure periods,nothing in this Section shall limit the Authority's right to <br /> exercise any remedy to which it is entitled under any other provision of this Agreement. <br /> 17.2. Remedies on Default. Whenever any Event of Default referred to in <br /> Paragraph 17.1 of this Agreement occurs,the non-defaulting party may: <br /> (a) Suspend its performance under this Agreement until it receives <br /> assurances that the defaulting party will cure its default and continue its <br /> performance under this Agreement. <br /> (b) Cancel and rescind or terminate this Agreement. In the event that <br /> Authority should fail to consummate the transaction contemplated by this <br /> Agreement for any reason except for Developer's default or the failure of Developer <br /> to satisfy any conditions to Authority's obligation hereunder, and Developer elects to <br /> cancel and terminate this Agreement in the manner provided by applicable law and <br /> be relieved of its obligations hereunder, Developer shall be immediately entitled to <br /> the return of the Earnest Money heretofore paid in exchange for a quit claim deed <br /> for the Property. In the event that Developer shall fail to consummate the <br /> transaction contemplated herein for any reason, except the default by Authority or <br /> the failure of Authority to satisfy any of the conditions to the Developer's <br /> obligations set forth herein, and the Authority elects to cancel and terminate this <br /> Agreement in the manner provided by applicable law and be relieved of its <br /> obligations hereunder,the Authority shall be entitled to retain the Earnest Money as <br /> liquidated damages. <br /> (c) in the case of an Event of Default by the Developer, the Authority <br /> may demand reimbursement by the Developer to the Authority in the amount of any <br /> costs paid by the Authority pursuant to this Agreement. <br /> (d) Take whatever action, including legal, equitable, or administrative <br /> action, which may appear necessary or desirable to collect any payments due under <br /> this Agreement, or to enforce performance and observance of any obligation, <br /> Dm-102543 10 <br /> M11205.2 <br />