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<br />5.6 Liens. The Commission shall promptly and timely pay all subcontractors, sub-
<br />subcontractors, laborers, material suppliers, and other persons or entities furnishing labor,
<br />materials, or services in connection with the Local Public Improvements. The Commission shall
<br />ensure that the Work is performed and completed free and clear of any mechanics’, materialmen’s,
<br />or other liens, claims, stop notices, or encumbrances arising out of or relating to payments for the
<br />Local Public Improvements. If any lien, claim, or encumbrance is filed or asserted against Owner’s
<br />property arising out of or relating to the Local Public Improvements, the Commission shall, at its
<br />sole cost and expense, within ten (10) days after written notice from Developer (or sooner if
<br />required by law), cause such lien or claim to be released, discharged, or bonded off in a manner
<br />reasonably satisfactory to Owner. The Commission shall indemnify and hold harmless Developer
<br />and its affiliates, and their respective officers, directors, members, managers, employees, agents,
<br />and representatives, from and against any and all claims, liens, demands, causes of action, damages,
<br />losses, liabilities, costs, and expenses (including, without limitation, attorneys’ fees and court costs)
<br />arising out of or relating to (i) Commission’s failure to timely pay subcontractors, suppliers, or
<br />other parties furnishing labor or materials for the Local Public Improvements, or (ii) the filing,
<br />enforcement, or satisfaction of any mechanics’ lien or similar claim relating to payments for the
<br />Local Public Improvements.
<br />SECTION 6. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
<br />6.1 Cooperation. In the event of any administrative, legal, or equitable action or other
<br />proceeding instituted by any person not a party to this Agreement challenging the validity of any
<br />provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
<br />settlement or final judgment including all appeals. Each Party shall select its own legal counsel;
<br />however, Developer shall reimburse the Commission for its reasonable attorneys’ fees associated
<br />with the Commission’s defense of this Agreement against a third-party lawsuit. In no event shall
<br />the Commission be required to bear the fees and costs of the Developer’s attorneys. The Parties
<br />agree that if any other provision of this Agreement, or this Agreement as a whole, is invalidated,
<br />rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by
<br />the terms of this Section 6.1, which shall survive such invalidation, nullification, or setting aside.
<br />SECTION 7. DEFAULT.
<br />7.1 Default. Any failure by either Party to perform any term or provision of this
<br />Agreement, which failure continues uncured for a period of thirty (30) days following written
<br />notice of such failure from the other Party, shall constitute a default under this Agreement. Any
<br />notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
<br />where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
<br />occurrence of a default under this Agreement, the non-defaulting Party may (a) terminate this
<br />Agreement, or (b) institute legal proceedings at law or in equity (including any action to compel
<br />specific performance) seeking remedies for such default. If the default is cured within thirty (30)
<br />days after the notice described in this Section 7.1, then no default shall exist and the noticing Party
<br />shall take no further action.
<br />7.2 Reimbursement Obligation. In the event that the Developer fails (a) to complete
<br />the Project by the Mandatory Project Completion Date, or (b) to expend the full amount of the
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