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(i) will not suspend or discontinue any payments of the Loan; (ii) will perform and observe all of
<br />its other agreements contained in this Agreement; and (iii) will not terminate this Agreement for
<br />any cause, including, without limiting the generality of the foregoing, failure of the Borrower to
<br />complete the Project, the occurrence of any acts or circumstances that may constitute failure of
<br />consideration, eviction or constructive eviction, destruction of or damage to the Project,
<br />commercial frustration of purpose, any change in the tax laws of the United States of America or
<br />of the State of Indiana or any political subdivision of either thereof, or any failure of the City to
<br />perform and observe any agreement, whether express or implied, or any duty, liability or obligation
<br />arising out of or connected with this Agreement.
<br />(e) It is understood and agreed that Borrower shall be obligated to continue to pay the
<br />amounts specified herein and in the Note whether or not any portion of the Project is damaged,
<br />destroyed or taken in condemnation and that there shall be no abatement of any such payments
<br />and other charges by reason thereof.
<br />Section 4.3. Forgiveness. Notwithstanding anything herein to the contrary, but subject
<br />to the Unavoidable Delay provisions of Section 7.12 of this Agreement, the principal of each
<br />outstanding Draw Amount on the Loan shall be forgiven: (a) upon the earlier of (i) the substantial
<br />completion of the corresponding portion of the Project as evidenced by receipt of the certificate
<br />required by Section 3.2 hereof, it being understood that the consideration for the Loan is the
<br />completion of the construction of the Project by the Borrower and the resulting economic benefits
<br />to the City, or (ii) the repayment of any principal not previously forgiven and remaining
<br />outstanding and interest, if any, of the Loan on the Maturity Date. In the event that the Borrower
<br />abandons the Project or otherwise fails to proceed to substantially complete the Project as required
<br />by this Agreement and the Development Agreement, the repayment of any outstanding amount of
<br />the Loan (the "Outstanding Amount") will be on a date not later than thirty (30) days from the date
<br />when the Department, on behalf of the City, provides written notice to the Developer that, in its
<br />sole discretion, it has determined that the Developer has abandoned or failed to proceed with the
<br />Project as required by this Agreement and the Development Agreement (the date of such written
<br />notice being the "Trigger Date"). Interest will begin to accrue on the Outstanding Amount
<br />beginning on the Trigger Date at the Prime Rate plus three percent (3.0%) (where the "Prime Rate"
<br />shall mean the Prime Rate as published in The Wall Street Journal, and which is described as the
<br />base rate on corporate loans at large U.S. money center commercial banks, as such rate may vary
<br />from time to time, to be determined as of the Trigger Date) until the Outstanding Amount is fully
<br />paid by the Borrower. In the event The Wall Street Journal ceases to publish a Prime Rate, the
<br />City shall use a similar source to determine the Prime Rate.
<br />ARTICLE V.
<br />ADDITIONAL AGREEMENTS AND COVENANTS
<br />Section 5.1. Indemnification. The Borrower releases the City (including, but not limited
<br />to, members of the Common Council, the Economic Development Commission, and the
<br />Redevelopment Commission, and their respective attorneys, agents and employees) from, agrees
<br />that the City (including, but not limited to, members of the Common Council, the Economic
<br />Development Commission, and the Redevelopment Commission, and their respective attorneys,
<br />agents and employees) shall not be liable for, and indemnifies the City against, all liabilities,
<br />claims, costs and expenses, including reasonable attorneys' fees and expenses, imposed upon,
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