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agents, servants and employees thereof, against any loss or damage to property or any injury to or
<br />death of any person occurring at or about or resulting from any defect in the Minimum Improvements,
<br />other than caused by the willful misconduct or negligence of the Authority or its governing body
<br />members, officers, agents, servants and employees.
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<br /> (b) Except for any willful misrepresentation, any willful or wanton misconduct, or any
<br />negligent actions of the following named parties, the Developer agrees to protect and defend the
<br />Authority and the governing body members, officers, agents, servants and employees thereof, now
<br />or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or
<br />other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from
<br />this Agreement, or the transactions contemplated hereby, or the acquisition, construction, installation,
<br />ownership, and operation of the Minimum Improvements.
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<br /> (c) The Authority, and the governing body members, officers, agents, servants and
<br />employees thereof, shall not be liable for any damage or injury to the persons or property of the
<br />company, or its officers, agents, servants or employees, or any other person who may be about the
<br />Development Property or Minimum Improvements due to any act of negligence of any person other
<br />than the Authority or its governing body members, officers, agents, servants and employees.
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<br /> (d) All covenants, stipulations, promises, agreements and obligations of the Authority
<br />contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
<br />obligations of the Authority, and not of any governing body member, officer, agent, servant or
<br />employee of the Authority in the individual capacity thereof.
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<br />ARTICLE IX.
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<br />Events of Default
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<br /> Section 9.1 Events of Default Defined. The term "Event of Default" shall mean, whenever
<br />it is used in this Agreement (unless the context otherwise provides), subject to Unavoidable Delays,
<br />any failure by Developer to substantially observe or perform any covenant, condition, obligation or
<br />agreement on its part to be observed or performed hereunder or under the Job Performance
<br />Agreement.
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<br /> Section 9.2 Authority's Remedies on Default. Whenever any Event of Default by
<br />Developer referred to in Section 9.1 of this Agreement occurs, the Authority may suspend its
<br />performance under the Agreement and the Note until it receives assurances from the Developer,
<br />deemed reasonably adequate by the Authority, that the Developer will cure its default and continue
<br />its performance under the Agreement and the Job Performance Agreement, and may take any one or
<br />more of the following actions after providing thirty (30) days written notice to the Developer of the
<br />Event of Default, but only if the Event of Default has not been cured within said thirty (30) days:
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<br />(a) Terminate the Agreement and/or the Note.
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<br />BeckP 548664.1 1 5
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