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4.4 Venue. The parties agree that this Agreement will be interpreted according to the laws of the State of Indiana and the venue for any action related to this Agreement shall be in the St. Joseph County, Indiana courts. 4.5 Attorney Fees and Costs. In the event of any Party s failure to perform or observe any of the covenants, terms or conditions in this Agreement, the defaulting Party shall pay the other Parties' allorney fees, costs and expenses, including expenses of preparing any notice of delinquency or request for performance, whether or not any legal action is instituted, including by reason of enforcing the non - defaulting Parties' rights hereunder. 4.6 Cooperation. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment including all appeals. Each Party shall select its own legal counsel and retain such counsel at its own expense, and in no event shall the Commission or the City be required to bear the fees and costs of Union Station's attorneys nor shall Union Station be required to bear the fees and costs of the Commission's or the City's attomeys. The Parties agree that this subsection shall constitute a separate agreement entered into concurrently with this Agreement, and that if any other provision of this Agreement, or this Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this subsection. 4.7 Enforced Delay in Performance for Causes Beyond Control of Party. For the purposes of any of the provisions of the Agreement, neither the Commission nor Union Station, as the case may be, nor any successors in interest, shall be considered in breach of or in default of its obligations with respect to the preparation of the Property for the Project, or the beginning and completion of construction, or progress in respect thereto, in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence. These include, but are not limited to, acts of God, acts of the public enemy, acts of the federal or state government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, or delays of subcontractors due to such causes. The purpose and intent of this provision is that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of the Commission with respect to the preparation of the Property for development or of Union Station with respect to construction of the Project as the case may be, shall be extended for the period of the enforced delays as determined by the Commission. The party seeking the benefit of the provisions of this paragraph shall use best efforts to, within ten (10) days after the beginning of the enforced delay, have first notified the other parry thereof in writing and of the cause or causes thereof, and shall have requested an extension for the period of the enforced delay. ARTICLE 5 REMEDIES 5.1 Personal Guarantee. If Union Station fails to make $3,500,000.00 in capital improvements in the Renaissance District in the first five years of this Agreement, Kevin M. Smith will be personally liable for the difference between $3,500,000.00 and the amount Union