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the City may exercise any remedy available to it in the event the Developer fails to pay,when due, <br /> any outstanding amount of the Loan. This Agreement shall be governed and construed in <br /> accordance with the laws of the State of Indiana, without giving effect to its conflict of law rules. <br /> Any litigation commenced by either of the City or the Borrower related to or arising out of this <br /> Agreement must be filed in the state courts of St. Joseph County, Indiana. The Parties further <br /> consent to the personal jurisdiction by said courts over it and hereby expressly waive, in the case <br /> of any such action, any defenses thereto based on jurisdictions,venue or forum non conveniens. <br /> Unavoidable Delay. In the event that the Borrower shall be delayed, hindered in or <br /> prevented from the performance of any act required under this Agreement by reason of any <br /> unusually inclement weather,strikes,lock-outs,labor troubles,inability to procure materials which <br /> could not have been reasonably anticipated and avoided by the Borrower, failure of power to the <br /> Project for reason other than acts of the Borrower or any person or party acting by, through or <br /> under the Borrower, restrictive governmental laws or regulations, act of God, fire, earthquake, <br /> flood, explosion, terrorism, action of the elements, war (declared or undeclared), police action, <br /> invasion, insurrection, riot, mob violence, sabotage, health pandemic or epidemic, the act, failure <br /> to act or default of the City, or other causes beyond the Borrower's reasonable control, then <br /> performance of such act shall be extended for a period necessitated by such delay. <br /> Subordination and No Limitation on Mortgagee or Financing Party. Any and all <br /> rights of the City and obligations and liabilities of the Borrower under this Agreement and/or <br /> relating to the Loan shall be expressly subject and subordinate to any mortgage loans or other <br /> indebtedness incurred by the Borrower with respect to the acquisition and construction of the <br /> Project. Notwithstanding anything in this Agreement to the contrary, (a) no provision of this <br /> Agreement shall restrict or otherwise limit (i) any foreclosure by or other transfer of title to any <br /> mortgagee or financing party of the Project, or(ii) any transfer of ownership of any interest in the <br /> Borrower to such mortgagee or financing party or any constituent owner of the Borrower, and (b) <br /> in the event of any such foreclosure by or other transfer of title to any mortgagee or financing <br /> party, as permitted in clause (a)(i) above, any such mortgagee or financing party (or any party <br /> taking by, through or under any such mortgagee or financing party) shall take title to the Project <br /> free and clear of any responsibility, obligation and/or liability under this Agreement and/or the <br /> Loan and without liability for the responsibilities, obligations and/or liabilities of the Borrower <br /> under this Agreement and/or with respect to the Loan. <br /> [Signature Page Follows] <br /> 13 <br />