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<br />managing member); (iii) the removal and replacement of the managing member of the Borrower
<br />in accordance with the terms of the Operating Agreement; and/or (iv) an amendment of the
<br />Operating Agreement memorializing the transfers or removal described above. In addition to the
<br />foregoing, and notwithstanding anything to the contrary contained herein or in the Note, for the
<br />avoidance of doubt, the transfer of any direct or indirect interest in the Borrower to a constituent
<br />owner of the Borrower, including, but not limited to, the managing member of the Borrower, its
<br />managers, members, partners and/or shareholders (or any affiliate of the foregoing) shall be
<br />permitted without consent of the City and shall not constitute an event of default or result in any
<br />fee.
<br />Section 7.9. Third Party Beneficiary. The Borrower acknowledges and agrees that (i)
<br />the Redevelopment Commission is hereby deemed a third-party beneficiary of this Agreement and
<br />(ii) 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
<br />the laws of the State and for all purposes shall be governed by and construed in accordance with
<br />the 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
<br />efforts to resolve quickly and informally any disputes that may arise under this Agreement. In the
<br />event such informal means are unsuccessful, any such disputes shall be attempted to be resolved
<br />first by mediation in accordance with the Indiana Rules of Dispute Resolution; provided, however,
<br />the City may exercise any remedy available to it in the event the Borrower fails to pay, when due,
<br />any outstanding amount of the Loan. Any litigation commenced by either of the City or the
<br />Borrower related to or arising out of this Agreement must be filed in the state courts of St. Joseph
<br />County, Indiana. The Parties further consent to the personal jurisdiction by said courts over it and
<br />hereby expressly waive, in the case of any such action, any defenses thereto based on jurisdictions,
<br />venue or forum non conveniens.
<br />Section 7.12. Unavoidable Delay. In the event that the Borrower shall be delayed,
<br />hindered in or prevented from the performance of any act required under this Agreement by reason
<br />of any unusually inclement weather, strikes, lock-outs, labor troubles, inability to procure materials
<br />which could not have been reasonably anticipated and avoided by the Borrower, failure of power
<br />to the Project for reason other than acts of the Borrower or any person or party acting by, through
<br />or 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 />Section 7.13. Subordination and No Limitation on Mortgagee or Financing Party. Any
<br />and all rights of the City and obligations and liabilities of the Borrower under this Agreement
<br />and/or relating to the Loan shall be expressly subject and subordinate to any mortgage loans or
<br />other indebtedness incurred by the Borrower with respect to the acquisition, construction,
<br />reconstruction and/or rehabilitation of the Project. Notwithstanding anything in this Agreement to
<br />the contrary, (a) no provision of this Agreement shall restrict or otherwise limit (i) any foreclosure
<br />by or other transfer of title to any mortgagee or financing party of the Project, or (ii) any transfer
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