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222 W. Jefferson Blvd., Suite 14005 South Bend, IN 46601 Attn: Chris Fielding With a copy to: City Attorney's Office 227 W. Jefferson Blvd, Suite 1200S South Bend, IN 46601 Ann: Cristal Brisco or at such other address with respect to such Party as that Party may from time to time designate in writing and forward to the other as provided in this Section. 10.9 Governing Law. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. 10.10 Authority. The undersigned persons executing and delivering this Agreement on behalf of each of the Parties represent and certify that they are the duly authorized officers of such Party and have been fully empowered to execute and deliver this Agreement on behalf of such Party and that all necessary action to execute and deliver this Agreement has been taken by such Party. 10.11 No Third-Party Beneficiaries. Nothing in tins Agreement, express or implied, is intended or shall be construed to confer upon any person,firm, or corporation other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants,and conditions hereof shall be for the sole and exclusive benefit of the Parties herein. 10.12 Assignment. Developer's rights under this Agreement shall be personal to Developer and shall not run with the land. Upon written consent of the Commission, Developer may assign its rights and obligations under this Agreement to another party. Notwithstanding the foregoing,Developer shall have the right to assign its rights and obligations under this Agreement to another entity that is an affiliate of Developer without the consent of the Commission if such entity has the ability to complete the Project and assume all of the obligations and responsibilities of Developer under this Agreement. Additionally, Developer's lender for the Project may receive an assignment of Developer's interests in this Agreement, it being understood, however, that the obligations of the Commission under this Agreement will remain subject to satisfaction of the obligations of Developer as described herein. 10.13 Further Assurances. The Parties agree that they will each undertake in good faith as permitted by law any action and execute and deliver any document reasonably required to carry out the intents and purposes of this Agreement. 10.14 Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Any telecopied version of a manually executed original shall be deemed a manually executed original. - 16 - dnu.us.52637413.08 1