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amount the Authority is required to deposit with the Department pursuant to Section 1.5 hereof, <br />because the Advance Funding Agreement requires that the Authority pay 100% of the federal <br />participation, cash contribution, and local participation costs of rights-of-way acquisition and <br />utility relocation, including unanticipated costs, each Participant hereby agrees to pay to the <br />Authority each Participant's pro rata share of any such additional cost to enable the Department <br />to proceed with the timely completion of the Project. Should any Participant fail to timely honor <br />its pecuniary obligation to the Authority and to the Department (as a third party beneficiary of <br />this Agreement) then both the Authority and/or the Department may proceed directly against the <br />Participant who is in default pursuant to any remedies set forth herein, in the SIB Loan <br />Agreements, or in accordance with applicable law; however, in no event, shall any non- <br />defaulting Participant be liable for any defaulting Participant's pecuniary liability. <br />SECTION 4: Amendments and Modifications. This Agreement shall be binding upon <br />the Participants and the Authority and their respective successors and legal representatives and <br />shall inure solely to the benefit of the Participants, the Department, and the Authority and their <br />respective successors and legal representatives. Furthermore, no alteration, amendment, or <br />modification of any provision of this Agreement shall be effective unless (1) prior written <br />consent of such alteration, amendment, or modification shall have been obtained from the parties <br />hereto and the Department, and (2) such alteration, amendment, or modification is in writing and <br />signed by the parties hereto. <br />SECTION 5: Default. In the event that either the Authority or the Participants should <br />violate any of the terms of this Agreement, any other party shall promptly notify the Department <br />and the other respective parties of the violation. In the event this violation is not cured within <br />thirty (30) days after the sending of such notice, the party sending the notice may at its discretion <br />notify the other parties of its intention to seek any remedies available under applicable law. <br />Upon such notice, the delinquent party shall have thirty (30) days to cure this violation prior to <br />final action by any other party seeking any available judicial remedy. <br />If any SIB Loans Participant makes a late payment or fails to make an annual payment <br />when due, that SIB Loans Participant must reimburse the Authority for any additional interest or <br />penalties the Authority will incur pursuant to the terms of the SIB Loan Agreements, if <br />applicable. <br />SECTION 6: Miscellaneous; Assi n� ment. All the situations, promises, undertaking and <br />agreements herein contained by or on behalf of either the Authority or the Participants sha(1 bind <br />the successors and assigns of either party, whether so expressed or not but neither the Authority <br />nor the Participants shall have the right to assign this Agreement, or any part thereof except as <br />hereinafter provided without the written consent of the other party and the Department. No delay <br />by either party in enforcing any of its rights under this Agreement shall be deemed a waiver of <br />such rights. <br />SECTION 7: Approval and Consent. Unless otherwise provided herein, any approval or <br />consent required by the provisions of this Agreement by the Participants or the Authority shall be <br />evidenced by a written resolution adopted by the governing body of the party giving such <br />approval or consent. Upon receipt of such written resolution duly certified by the appropriate <br />party, the Participants or the Authority can conclusively act on the matter requiring such <br />approval. <br />95422970.15 ' 7 ' <br />