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That invalidity or unenforceability shall not affect any valid and enforceable application thereof,and
<br /> each such provision, covenant, obligation or agreement shall be deemed to be effective, operative,
<br /> made, entered into or taken in the manner and to the full extent permitted by law.
<br /> Section 7.8. Successors and Assigns. Whenever in this Agreement any of the parties
<br /> hereto is named or referred to, the successors and assigns of such party shall be deemed to be
<br /> included and all the covenants,promises and agreements in this Agreement contained by or on behalf
<br /> of the Borrower, or by or on behalf of the City, shall bind and inure to the benefit of the respective
<br /> successors and assigns, whether so expressed or not. The Borrower may assign its interest in this
<br /> Agreement to any affiliate of the Borrower with the prior approval of the City and the Borrower may
<br /> further mortgage and assign all of the Borrower's interest in this Agreement to secure mortgage loans
<br /> or other indebtedness incurred by the Borrower with respect to the acquisition, construction,
<br /> reconstruction, rehabilitation, equipping and improvement of the Project. The Borrower may not
<br /> otherwise assign its interest in this Agreement without obtaining the prior approval of the City.
<br /> Notwithstanding any such assignment, the Borrower shall not be released from any liability or
<br /> obligations hereunder.
<br /> Section 7.9. Third Party Beneficiary. The Borrower acknowledges and agrees that(i)the
<br /> Redevelopment Commission is hereby deemed a third-party beneficiary of this Agreement and (ii)
<br /> the terms of this Agreement may be enforced by the Redevelopment Commission.
<br /> Section 7.10. Governing Law. This Agreement shall be deemed a contract made under the
<br /> laws of the State and for all purposes shall be governed by and construed in accordance with the
<br /> laws of the State without giving effect to its conflict of laws rules.
<br /> Section 7.11. Dispute Resolution. The Borrower and the City agree to use their best efforts
<br /> to resolve quickly and informally any disputes that may arise under this Agreement. In the event
<br /> such informal means are unsuccessful, any such disputes shall be attempted to be resolved first by
<br /> mediation in accordance with the Indiana Rules of Dispute Resolution; provided, however,the City
<br /> may exercise any remedy available to it in the event the Borrower fails to pay, when due, any
<br /> outstanding amount of the Loan. Any litigation commenced by either of the City or the Borrower
<br /> related to or arising out of this Agreement must be filed in the state courts of St. Joseph County,
<br /> Indiana. The Parties further consent to the personal jurisdiction by said courts over it and hereby
<br /> expressly waive, in the case of any such action, any defenses thereto based on jurisdictions, venue
<br /> or forum non conveniens.
<br /> Section 7.12. Unavoidable Delay. In the event that the Borrower shall be delayed,hindered
<br /> in or 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 under
<br /> the Borrower, restrictive governmental laws or regulations, act of God, fire, earthquake, flood,
<br /> explosion, terrorism, action of the elements, war (declared or undeclared), police action, invasion,
<br /> insurrection, riot, mob violence, sabotage, health pandemic or epidemic, the act, failure to act or
<br /> default of the City, or other causes beyond the Borrower's reasonable control, then performance of
<br /> such act shall be extended for a period necessitated by such delay.
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