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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 be required to bear the fees and costs of Developer's attorneys nor shall Developer be required to bear the fees and costs of the Commission's attorneys. The Parties agree that this Section 7.1 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 Section 7.1,which shall survive such invalidation, nullification, or setting aside. SECTION 8. DEFAULT. 8.1 Default. Except as provided in Section 8.2 and Section 8.3 hereof, any material failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of 30 days following written notice of such failure from the other Party, unless such period is extended by written mutual consent, shall constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 30-day period. Upon the occurrence of a default under this Agreement, the non-defaulting Party may institute legal proceedings at law or in equity (including any action to compel specific performance); provided, that in no event shall any Party have the right to terminate this Agreement. If the default is cured, then no default shall exist and the noticing Party shall take no further action. If Developer provides the Commission with notice of the contact information for Developer's Project lender, then such lender shall be provided any notice of default of Developer hereunder and the opportunity to cure such default. 8.2 Termination of Benefits. If Developer fails to meet the obligation to complete construction of the Project or if Developer fails to meet the Private Investment provided for herein by more than 10% (meaning the Private Investment made by Developer does not exceed $3,600,000), the Commission may recommend termination of any property tax abatement granted, in connection with the Project. 8.3 Reimbursement Obligation. If Developer fails to complete construction of the Project by July 1, 2016, or if the Developer fails to make a Private Investment of at least $3,600,000,Developer agrees,upon request of the Commission,to: (a) Repay to the City all or a portion, as determined by the Common Council, of any tax abatement savings received through the date of such termination. (b) Repay the Commission for all or a portion of the Funding Amount expended by the Commission in furtherance of the Project. {20142670.DOCX}