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<br /> <br /> <br /> 10 <br />may employ separate counsel and participate in the defense. The Borrower shall not be liable for <br />any settlement made without its consent. <br />The indemnification set forth above is intended to and shall include the indemnification of <br />all affected officials, directors, officers and employees of the City, the Common Council, the <br />Economic Development Commission and the Redevelopment Commission. That indemnification <br />is intended to and shall be enforceable by the City to the full extent permitted by law. <br />Notwithstanding anything herein, no indemnity shall be required hereunder for damages that result <br />from the negligence or willful misconduct on the part of the party seeking indemnity. <br />ARTICLE VI. <br />EVENTS OF DEFAULT AND REMEDIES <br />Section 6.1. Events of Default. Each of the following shall be an Event of Default: The <br />Borrower shall fail to observe and perform any agreement, term or condition contained in this <br />Agreement or the Development Agreement, and the continuation of such failure for a period of 30 <br />days after notice thereof shall have been given to the Borrower by the City, or for such longer <br />period as the City may agree to in writing; provided, that if the failure is of such nature that it can <br />be corrected but not within the applicable period, that failure shall not constitute an Event of <br />Default so long as the Borrower institutes curative action within the applicable period and <br />diligently pursues that action to completion. <br />The declaration of an Event of Default, and the exercise of remedies upon any such <br />declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or <br />precluding that declaration or exercise during the pendency of or immediately following any <br />bankruptcy, liquidation or reorganization proceedings. <br />The Borrower hereby unconditionally waives diligence, presentment, protest, notice of <br />dishonor, and notice of default of the payment of any amount at any time payable to the City under <br />or in connection with the Loan. All amounts payable under the Loan and the Note are payable <br />with reasonable attorney fees and costs of collection and without relief from valuation and <br />appraisement laws. <br />Section 6.2. Remedies on Default. Whenever an Event of Default shall have happened <br />and be subsisting, any one or more of the following remedial steps may be taken: <br />(a) The City may have access to, inspect, examine and make copies of the books, <br />records, accounts and financial data of the Borrower pertaining to the Project; and <br />(b) The City may pursue all remedies now or hereafter existing at law or in equity, plus <br />recover all expenses including attorney fees as provided in Section 6.4 or to enforce the <br />performance and observance of any other obligation or agreement of the Borrower hereunder. <br />Notwithstanding the foregoing or any other provision in this Agreement, the City shall not be <br />obligated to take any step that in its opinion will or might cause it to expend time or money or <br />otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the <br />City at no cost or expense to the City.