HomeMy WebLinkAbout184017 04/14/2010 CITY OF CA, RMEL, INDIANA VENDOR: 364031 Page 1 of 1
ONE CIVIC SQUARE COMMUNITY BANK
CARMEL, INDIANA 46032 PO BOX 1990 CHECK AMOUNT: $19,000.00
NOBLESVILLE 1N 46067
CHECK NUMBER: 184017
CHECK DATE: 3/31/2010
DEPARTMENT ACCOUNT PO N IN NUMBER AMOUNT DESCRIPTION
902 4460823 330 19,000.00 INTEREST- 901336 -96934
TRI -PARTY AGREEMENT
TR
This Tri -Party Agreement (the "Agreement is executed the L day of September, 2009,
by and among Community Bank (the "Lender (the "Borrower and The City of
Carmel Redevelopment Commission "CRC RA&hk6kr+E
1. Definitions.
Accrued Interest shall mean the Base Rate Accrued Interest or the Adjusted Rate Accrued Interest; as
applicable.
Adjusted Outstanding Principal Balance shall mean the amount, on the Purchase Date, of the principal
baiance of advances of proceeds of the Loan through the Purchase Date that (a) have been made to pay
Permitted Costs; and (b) remain outstanding; which amount shall include all Lender Costs (_including,
spectflcally, all Lender Costs that ace owed by Borrower as a result of a Loan Default);.,
Adjusted Purchase Price shall mean the sum of: (a) the Adjusted Rate Accrued Interest; and (b) the
Adjusted Outstanding Principal Balance.
Adjusted Rate Accrued Interest shall mean all interest on the Adjusted Outstanding Principal Balance that
has accrued, and remaini unpaid, as of the Piarctiase Date, regardless of whether, such Interesthes accrued
at the Base Rate, the Default Rate, or the Judgment Rate, as: applicable.
Base Outstanding Principal Balance shall mean the amount, on the Purchase Date,of the principal balance
of advances of proceeds afthe Loan through the Purchase Cate that; (a) have been made to pay Permitted
Costs; and (b) remain outstanding which amountshallinclude.all LendeTCosts, to the extentthatsu.ch Lender
Costs have been incurred iii the at senoe of a Loan. Default (excluding, specifically; all Lender Casts that are
owed by Borrower as a result of a Loan_ Defaiitt); provided that, in no event shall the Base Outstanding
Principal. Balance exceed $3 j 000.000.00.
Base Ptirchase Price shall mean the sum of (a) the Base. Rate: Accrued Interest; and (b) the Base
Outstandiizg Principal Balance.
Base Rate Accrued Interest shall mean all interest on the Base Outstanding Principal Balance, that has
accrued at the Base Bate, and remains unpaid., as of the Purchase Date_
Base Rate shall mean an interest rate of per annum.
Collateral shall mean: (a') the Real Estate; (b) the Project; (c) the. Rents; (d) the Leases; and (e) the
Contracts.
Contracts shall mean all contracts and agreements thatrelatato the design, construction, oropet6tion ofthe
portion of the Real Estate and the Project that Is subject to the lien of the Mortgage (including, without
limitation, all construction contracts archftectural contracts, and contracts for supplies, material, and /or labor):
Cure Notice shall mean a written notice pursuant to which CRC notifies Lenderthat CRC has elected to cure
a Loan Default by Borrower as permitted pursuant to Section 5,
Default Rate shall mean the C of o a as defned in the Note.
Pee TI tie Interests shall mean: (a) fee simple title to the Real Estate and the Project; and (b) full title to, and
vested ownership of, the Rents and the Lease; subject to the matters shown In the title com?nitment issued
by ,JV6 k f iAlN 1_1 as ricS+ r 27'H with an Effective Date of
Guaranties shall mean the Guaranty executed by t'Aut- i SIG��y i4lbv' in favor of Lender; and (b) the
Guaranty executed by in favor of Lender.
C> 2009 WaUckSomas FAas, PC. Usc withwtpc mission pmhihited. C:'M"1 Dac=cW5%CB Tri PattyAgrcemmt.wpd
Judgment Mate shall mean the interest rate on any money judgment entered against Borrower in favor of
Lender on the Note.
Laws shall mean all applicable federal, state, or local laws, statutes, ordinances, rules, or regulations, or any
orders or decrees of any court, agency, or regulatory body.
Leases shall mean all: (a) leases, tenancies, occupancy rights, occupancy agreements, and agreements for
the sale, lease, or granting of other interests in any part of the Real Estate or the Project; and (b) guaranties
of the foregoing.
Lender Costs shall mean costs', expenses, fees, and charges payable to Lenderin accordance with the Loan
Documents.
Loan shall mean a loan from Lender to Borrower made. to finance the payment of permitted Costs in the
maxiinum principal amount of $3.,000,000..
Loan: Defaultshall mean an "Even3,of Default" under any of the Loan Documents (including, wi:.houtlimitation,
the failure. by Borrower to pay on the Maturity Date the full outstanding principal balance of the Note and. all
accrued interest on the t4ote; provided that,. if °Event o.fDe WE' is not defined term in any Loan Document,
then' w! I th respect to such Loan Document, there shall be a Loan Default if Borrower is in defauttthereunder
beyond any applicable notice, grace, or cure periods.
Loan Default Notice shiall, mean a writte "n notice pursuant to which Lender notifies CRC that a Loan Default
exists.
Loan Documents shall mean the documents evidencing, andor securing the Loan (Including, without
limitation, me Note, the Mortgage, and the Guaranties).
Loan interests shall mean: the Loan, (b) the Loan Documents; (c) the first ben of the Mortgage on the.
Real Estate and the Froject; acid (d) all rights and in terests of Lender with respeato the. Loan and under tile.
Loan Documents (including, specifically, the right to: (i) foreclose the lien ofthe<Mortgage; (li) enforce any
security interest or collateral assignment on of the Collateral; (ip) otherwise enforce the terms and
condffians of the Loan Documents; (iv) collect the full outstanding principal balance of the Note and ali accrued
interest on the Nate; and (v) exercise all rights and remedies afforded by the ind Code to mortgagees:
and /orsecured parties.
Loan Interests Closing shall mean the closing with respect, the purchase by CRC of the Loans Interests.
Maturity pate shall mean 1� 2 the. date on which the full outstanding principal balance of the
Note and all accrued interest n the Note are scheduled to become due pursuant to the Note.
Mortgage shall, mean: (a) that certain Real Estate Mortgage executed by Borrower in favorof Lender; (b) that
certain Assignment of Lease and Rents executed by Borrower in favor of Lender; and (c) that certain Security
Agreement executed by Borrower in favor of Lender.
Note.shall mean that certain promissory. note in the principal amount of $3,000,000 executed by Borrower in
favor of Lender.
Outside Closing Date shall mean, with respect to the Loan Interests Closing, the date that is: (a) in the case
of the exercise by CRC of the Purchase Option, 30 days after delivery of the Purchase Exercise Notice; or
(b') in the case ofthe exercise by Lender of the Put ption 95 days after the expiration of the Standstill Period.
Outstanding PrincJpal Balance shall mean the Base Outstanding Principal Balance or the Adjusted
Outstanding Principal Balance., as applicable,
02004WelltwkSomccS &Bees PC. Usawit ),autpatmiesianprc C`1 r 11Dacumsntsl TriPartyAgttmcntcvpd
Permitted Costs shall mean: (a) the portion of the purchase price paid by Borrower at sheriff's sale to acquire
fee simple title to the Real Estate; and (b) the costs and expenses of Borrower obtaining and closing the Loan_
Permitted Release shall inean a release of all of the Real Estate, the Project, and the Collateral from the
liens, securtty interests, and collateral assignments that are granted by, or made in, the Mortgage and the
other Loan Documents, in connection with payment accepted by Lender as payment in full of the outstanding
principal balance of the Note and all accrued interest on the Mote.
Project shall mean the building and related improvements that are located on the Real Estate.
Purchase Date shall mean the date on.which CRC closes on the purchase of the Loan, Interests from Lender.
Purchase Exercise Notice shall mean a written notice pursuant to which CRC notifies Lender that CRC Is
exercising the Purchase Option:
Purchase Option shall mean the option (but obligation) of CRC to require Lenderto assign the Loan
interests for-the Base Purchase Price.
Purchase Price shall mean the Base Purchase Price or the Adjusted Purchase Price, as applicable.
Put Exercise Notico shall mean a written notice pursuant to which Lender notifies CRC that Lender is
exercising the Put Option.
Put Option shad mean the option (but not the obligation) of Lender to require CRC to purchase the Loan
Interests for the Base Purchase Price.
€teal Estate shalt mean that certain real esiate more particularly depicted and/or described on Exhibit A,,
together with all fiiXtures attached thereto and real property:(nterests appurtenant thereto.
Rents, shall, mean all rents, royalties. Ihcorn.e, proceeds, arialor profits from the operation of the Real E=state,
and the project.
Standstill Period shall mean the period (a). commencing upon delivery of a Loan Default Notice; and
{b) ending on the last to occur of the date: (1) that is 90 days after delivery to CRC of a Loan Default Notice
or a Maturity Default Notice; or (ii) of the expiration of the cure period provided to CRC pursuant. #o. Section 6.
hlotwlttsstanding the forego the Put Option; then the Staing, if either: (a) CRC has exercised, the Purchase Option; or (b) Lender ties
exercndstill Period shall end on the date that is the first to occur of: (a) the
date on which the Loan interests Closing occurs. or (b) the Outside Closing Date; provided That; If, due to a
failure. of Lender, the Loan Interests Closing does not occur prior on or before the outside Closing Date, then
the Standstill Period shall be extended until the Loan Interests Closing occurs.
2. Option to Purchase.
(a) General. If there is a Loan Default, then the Purchase Option and the Put Option
shall apply.
(b) Exercise.
(i) Lender shall.deliver a Loan Default Notice to CRC concurrentlywith
any notice provided to Borrower with respect to the Loan Default; provided
that, if Lender; (A) is not obligated to (or otherwise does not) provide any
such notice to Borrower; and (B) intends to exercise any of its remedieswith
respect to such Loan Default, then Lender shall deliver a Loan Default
Notice to CRC prior to exercising any such remedies_
0 20D9 Walhok Somers Haas, Pa use wi bout permission prohibited. C'1a%9 K=Mocumcnt:ACB'rsi PartyAgxe ®mtwpd
(ii) At any time after CRC receives a Loan Default Notice, CRC may
exercise the Purchase Option by delivering an Purchase Exercise Notice to
Lender.
(iii) At any time after Lender delivers a Loan Default Notice to CRC,
Lender may exercise the put Option by delivering a Put Exercise Notice to
Lender.; provided that; prier to the last to occur of the date: (A) that is 15
days after delivery of the Loan Default Notice to CRC; or (B) of the
expiration of the cure period provided to CRC pursuant to Section 5; the.
Loan Default Is cured, then the exercise by Lender of the Put Option shall
be deemed to be rescinded and of no further force or effect.
(d) Limitations on Remedies. Notwithstanding anything to the contrary set forth in the
Loan Documents, except to avoid loss of, or damage to, the Collaterai; Lender shall not
exercise any of its remedies with respect. to a Loan Default (including that Lender shall not
apply the Default. Rate or accept a deed in lieu of foreclosure:) until the expitation of the
Standstill Perin& provided that: (A) the foregoing shall hot.prohibit Lender from, delivering a
Put Exercise Notice to CRC pursuant to Subsection 2(c)(il); and (13) lfi priorto the.expiration
of the Standstill Period, either: (A) CRC delivers a Purchase Exercise Notice to Lender; or
(B) Lender delivers a Put Exercise Notice to CRC; then Lendershall not exercise.any of its
remedies -with respect to such Loan DefauW (including that Lender shall riot apply ftiia Default
Rate or accept a deed in lieu of foreclosure) unless, due tn_ a failure of CRC, the Loan
interests Closing has not'occurred as of ttie Outside Closing Date:
(e) Adjusted Purchase Price. Notwithstanding anything to the contrary set forth herein,
there is a Loan; Default; (li) Lender has complied fully with the terms and conditions of
Section 2 (including that Lender refrains from. ex rciping any of its remad.ies with respect to
the Loam Default; except as permitted in Subsection 2(d)); (ill) after the expiration of the
Standstill Period,. Lender properly exercises remedies that are available.to it with respect to.
the Loan Default, (iv) Lender has not exercised the Put Option; and (v) subsequent to the
proper exercise by Lender of its available remedies, ORC exercises the Purchase Option;
then the applicable Purchase Price sh "all be the Adjusted Purchase Price;
3: Closing.
(a} CRC Exercise. If CRC exercises the Purchase Option, then the Loan interests
Closing shall occur on or bef the. date that is 30 days after CRG delivers the Purchase.
Exercise Notice.
(b) LenderE eercise_ if tender exercises the Put option, then the Loan lntetests Closing
shall occur on or before the date that is 15 days after the expiration ofthe Standstill Period;.
(c) Loan Interests Closing. At the Loan Interests Closing: (i) CRC shaft pay the
Purchase Price; and (li) i,ender shall assign the Loan Interests io CRC pursuant to
assignment documents that: (A) are adequate to vest the Loan Interests In CRC free and
clear of the rights or interests of any other party, (B) contain certifications by Lender to the
effectthat Lender: (1) Is not in default underthis Agreement (including, without.limitation, that
Lender is in compliance with the terms and conditions of Section 4); and (2) is not aware of
any valid defenses or offsets of Borrower to: (a) enforcement by CRC, as assignee of
Lender, of the Loan Documents; (B) collection by CRC, as assignee of Lender, of any
amounts due from Borrower under the Loan Documents; andlor (y) exercise by CRC, as
assignee of Lender, of the rights and remedies afforded by the Indiana Code to mortgagees
and/or secured parties (including, without limitation, the right and remedy of foreclosing or
enforcing the Mortgage or any lien, security interest, or collateral assignment on or of the
Collateral); and (C) otherwise reasonably are acceptable to CRC.
02009 i4allao6 Soman d� Maas PC ZSsr without permission prohibited C:1V5�SrKnrllDocammtslCB 7ri Party pgewueutwpd
(d) Closing Failure. Notwithstanding anything to the contrary set forth herein, if: (i) the
applicable Purchase Price is the Base Purchase Price; and (ii) due to a failure of CRC, the
Loan Interests Closing does not occur on or before the Outside Closing Date; then the
applicable Purchase Price automatically shall become the Adjusted Purchase Price_
4. Prohibitions. In each case, except with the prior written consent.ot CRC:
(a) Lender shall not accelerate the maturity date of the Loan orthe paymentof all er any
portion of the Outstanding Principal Balance, unless and until Lender has complied with the
terms and conditions of Section 5 and either: (i) CRC does not elect to cure the applicable
default by Borrower within the time permitted pursuant to Section 5; or (ii) CRC: (A) timely
elects to cure such default by Borrower, but (B) does not complete the foregoing within the
time permitted pursuant to Section 5;
(b) Lender shall not apply any proceeds of insurance policies or condemnation awards,
payments, damages, or proceeds other than either to: (I) reduce the Outstanding Principal
Balance; or (ii) reps Ir and/or restore the Project; as provided in Section of the Mortgage;
(c) Lender shall not modify, amend, or eevise Section Lo of the Mortgage, if the effect
of the modification, amendment, or revision is to cause the application of proceeds of
insurance policies or condemnation awards,, payments, damages. or proceeds other than
as provided in such Sections as in effect on the date. hereof:
(d) Lender.shall not niadlfy, arnend., or revise any of the Loan Documents to increase
the default rate of interest to an amount that ezbeeds the Base Rate plus
(e) Lender shalt not condition acceptance of a prepayment of all or any portion of tile:
Outstanding. Principal Balance upon receipt of a prepayment premium or penalty;
(f) Lender shalt not advance. Loan proceeds, for any purpose otherthan payment of the
Permitted Costs; provided tftat the foregoln.g shall not prohibit Lender from advancing. Loan
proceeds to pay Lender Costs In Compliance with the, terms and conditions of the Loan
Documents and this Agreement,
(g) Lender shall not advance more then $3,000,000.00 of Loan proceeds: (i) except as
provided in the Loan- Documents; and (ii) notwithstanding the terms, and conditions of the
Loan Documents, until. A) there is a default. by Burrower; and (B) Lender has compliod with
the term's and conditions of Section 5 and either: (1) CRC' does: not elect to cure the default
by Borrower within the time permitted pursuant to Section 5; or (2) C RC: (a) timely elects to
cure such default by Borrower; but (6) does not complete a cure within the time permitted
pursuant to Section 5; provided, that, notwithstanding the foregoing,Jf CFTC, has exercised the
Purchase Option or Lender has exercised the Put Option,. then: (A) Lender shall not advance
more:than $3,000,000.00 of Loan proceeds unless theLoan Interests Closing does notoccur
on or before the Outside Closing Date; and (8) if the Loan Interests Closing does not occur
on or before' the Outside Closing Date due to a failure of Lender, Lender shall not advance
more than $3,000,000.00 of Loan proceeds;
(h) Lender shall not advance Loan proceeds for any purpose otherthan to pay Permitted
Costs: (i) except as provided In the Loan Documents; and (A) notwithstanding, the terms and
conditions of the Loan Documents, until: (A) there is a default by Borrower, and Lender
has complied with the terms and conditions of Section 5 and either: (9) CRC: does not elect
to cure the default by Borrower within the time permitted pursuant to Section 5; or (2) CRC:
(a) timely elects to cure such default by Borrower, but(6) does not complete a cure within the:
time permitted pursuant to Section 5; provided that, notwithstanding the foregoing, if CRC
has exercised the Purchase Optiort or Lenderhas exercised the Put Option, then: (A) Lender
shall not advance Loan proceeds for any purpose otherthan to pay Permitted Costs unless
02009 PC. Use wiamutperminim probibitcd. CAM&Tzr10ocmbmts \CB Tri ParryAgeementwpd
the Loan interests Closing does not occur on or before the Outside Closing Date; and (B) if
the Loan Interests Closing does not occur on or before the Outside Closing Date due to a
failure of Lender, Lender shall not advance Loan proceeds for any purpose other than to pay
Permitted Costs;
(i) Lendershali notwaive, release, delete, orcom promise the lim itations and restrictions
under Section of the Mortgage or consent to Borrower, directly ❑r indirectly: (i) selling,
transferring, assigning, conveying, mortgaging, pledging, or otherwise disposing of the Real
Estate, the Project, or the Collateral; or (ii) creating or permitting to occur any changes, direct
or indirect, in the ownership or control of Borrower; in any case: (1) except as provided in the
Loan Documents; and (il) notwithstanding the terms and conditions of the Loan Documents,
until: (A) there is a default by Borrower, and (B) Lender has complied with the te a n d
conditions of Section 5 and either: (1) CRC does not elect to cure the default by Borrower
within the time permitted pursuant to Section 5; or (2) CRC: (a) timely elects to cure such
default bv Borrower; but (8) does not complete a cure within the time permitted pursuantto
Section 5.;.provided that, notwithstanding the foregoing, If CRC has exercised the Purchase
Option or Lender has exercised the Put Qption, then,: (A) Lender shall not waive, release,
delete, at cornprorn We the limitations and restrl'ciions under Section IL, of the Mortgage.
or consent to Borrower, directly or indirectly. (1) selling,, transferring, assigning, conveying,
mortgaging, pledging, or otherwise disposing ofthe Real Estate orthe Project:; or (2) creating
or, perm itfing to occurany changes, direct or Indirect; in the ownership or controlof Borrower;
unless.the Loan Interests Closing does riotoccuron orbeforelhe Outside Closing Bate; and
(i3) If the Loan Interests Closing does not occur an or before flee Oiutelde. Closing Bate due
to a failure of Lender, Lender-shall not waive, release, delete, or compromise the limitations
and restrictions under Section _L�_ of the Mortgage or conaenf:to Borrower, directly or
Indirectly: (1) selling, transferring, assigning, conveying, mortgaging pledging, or otherwise
dlsposing of the Real Estate or t he Project; or (2) creating or permttting to occur any
chan9as, direct orindirect, in the ownership or control of Borrower,
(j) Lender shalt not (i) waive., release, delete, or c impro€nise the terms or conditions
of Section or of the Mortgage; or (fl) waive or release an Event of Default under
Section 1.10 or 1_1 ofthe Mortgage;
(k) Lender shall not release delete or compromise the obligations of Borrower
to. pay the Accrued Interest of the Outstanding Principal BZiance, except: (i) in compliance
with the terms and conditions of this Agreement; or (ii) if the Purchase Price is reduced
comm ensurately;
(1) Lender shall_ not consent to eorrower directly or indirectly selling, transferring;
assigning, conveying, mortgaging, pledging, nr otherwise delegating or disposing of its
interests in or to, its rights to or under, or its obligations under or for, the Loan or the Loan
Documents;
(m) Lender shall not release the Collateral: (i) as collateral for the Loan; or (it) firom any
lien, security interest, or collateral assidbrnerit that is granted by, or made In, the Mortgage
or the other Loan Documents; in either case except in the event of a Permitted Release;
(n) Lender shall not subordinate or compromiser (1) any lien, security interest, or
collateral assignment on, in, or of the Gollateral that is granted by, or made in, the Mortgage
or the other Loan Docum ents; or (ii) the priority thereof
(o) Lender shall not consent to any second or subordinate lien, security interest, or
collateral assignment on, in, or of the Real Estate or the Project, except: (i) for the lien of
current real estate. taxes, assessments, and governmental charges; (ii) for mechanic's liens
being discharged pursuant to the terms and conditions; of Section 8 of the Mortgage; &(HI)if
there is a default by Borrower with respect to which Lender has complied with the terms and
0200 9 Vda"-A somas Haas, pC. Use witbout peffiissiora prohibited. Ti Party Agtcameut.Wpd
i
conditions of Section 5, and either. (A) CRC does not elect to cure the default by Borrower
within the time permitted pursuant to Section 5; or (8) CRC: (1) timely elects to cure such
default by Borrower; but (2) does not complete a cure within the time permitted pursuantto
Section 5; provided that, notwithstanding the foregoing, if CRG has exercised the Purchase
option or Lender has exercised the Put Option, then: (A) Lender shall not consent to any
second or subordinate lien, security interest, or collateral assignment on, in, or of the Real
Estate or the Project unless the Loan interests Closing does not occur on or before the
Outside Closing Date; and (B) if the Loan Interests Closing does not occur on or before the
Outside Closing Date: due to a failure of Lender., Lender shall not consent to any second or
subordinate lien, security Interest, or collateral assignment on, in, or ofthe Real Estate or the
project.
(p) Lender shall not modify, amend, or revise goy of the loan Documents (or waive,
release, delete, or compromise the rights and remedies of Lender thereunder) so that, ifthe
Loan Interests were assigned to CRC, the Loan Documents would not provide to CRC, as
assignee: (I right to .collect the Accrued Interest and the Outstanding Principal Balance.;
(ii) an enforceable mortgage.lien. on the Real Estate and the Collateral; (iii) an enforceable
security interest and collateral assignment in and of the Rents, Leases, Contracts,, and
Equipment; (iii) the ri.ghtto call on, and enforce, the Guarentles; and (lv) the right and remedy
offorieclosing oreriforcing the Mortgage granyhen, security interest orcollateraiassigntnent
on In, or of the Collaterai.; and
(qJ Lender shall not .directly or indirectly sell, transfer,, assign, .convey, pledge, or
otherwise delegate or dispose O its interests in Otto, or its rights to oe U nder, any of the Loan
Interests, exceptsubjeci to the terms and conditions of this,Agreement and the rights of CRC
Hereunder
5: CKC Cure Right.
(a) Notices. Lender shall provide to CRC copies of all notices of defaults, delivered to
Borrower pursuabtto the Loan Documents; which copies: shall be delivered simultaneously
with the notice delivered to Borrower, provided that, if no notice of default is required to be
delivered to Borrower priorto a defautt becoming a Loan Default, then priorto exercising any
of its remedies under the Loan Documents with. respect to any.j default (including, without
limitation, imposing a default rate of interest), Lender shall deliver written notice to CRC.
(b) Default. If such notice Is for a default that is curable by CR -C„ then CRC shall have
the option (but not the obligation) tb cure such default; provided that, to exercise such option,
CRC shall deliver a Cure. Notice to Lender on or before the date that.is 36 days after CRC
receives notice from Lender of°the existence. of such default. If CRC timelyeiectsto sure #lie
default, then CRC shall effectuate the cure. within; (I). ten days aftet delivery of the Cure
Notice, in the eventof a monetary default; or (il) 30 days after detiueryof the Cure Not in
the case of a default other than a monetary default; provided that, if such default is of a
nature that it reasonably cannotbe cured within 30 days, then, so long as CRC commences
the cure within the 30 day period, the period for completing the cure shall be extended for as
long as CRC diiigentty is pursuing such comoietion, which extension shall not exceed a
period of 80 days.
(c) Standstill. Notwithstanding anything to the contrary se #forth in the Loan Documents,
Lendershali not exerclse any ofits remedies under the Loan Documents with respect to, any
default (including, without limitation, that tender shall not appiy the Default Rate or accept
a deed lit 1166 of foreclosure) until the expiration of the Standstill Period, If CRC cures a
defaultby Borrower pdrsuantto this Section, then: (I) Lendershall acceptsuch action by CRC
as a cure by Borrower; (Ill Lender shall not exercise any of Its remedies under the Loan
Documents with respect to the default, as cured by CRC; and (iii) Borrower, immediately
upon receipt ofwritten demand, shall reimburse CRC for ati costs and expenses incurred by
CRC in connection with effectuating such cure.
2QQ9 Wanes[ Somas Haas, PC. Use without p=ission probibited C. �1VJowmmtsVCB Ski Party A ersneaL9+Pd
6. Assignment. No party shall assign this Agreement, or its rights or obligations hereunder, without the
prior written consent of each of the other parties; provided that (a) without the prior written consent of
Borrower or Lender, CRC may assign this Agreement to another agency or instrumentality of the City of
Carmel, Indiana, of equal or superior creditworthiness and financial capacity to perform the obligations of CRG
hereunder;,and (b) withautthe prior wri #en consent of Borrower or CRC, lender may assign this Agreement
to any subsidiary or affiIate of Lender. Notwithstanding any assignment permitted underthisSection :(a)each
party shall remain liable to perform all of the terms. and conditions to be performed by underthis Agreement,
and (b) the consent of the other parties with respect to an assignment shall not release the assigning party
from such performance.,
7. Deliveries. Each party shall execute and deliver such additional documents and instruments as
reasonably may be reasonably required by the other parties to accomplish the purposes of this Agreement.
S. Indemnity. Each of Lender, Borrower, and GRC shall indemnify and hold harmless the other parties
from. and against any and all claims, damages, losses, and expenses (including, withoutllmitation, attorneys'
fees) ainsing from; or in connection: with the breach by Lender, Borrower, or CRC, respectively, of any term
or condition of this Agreement.
g. Authority. Each undersigned person executing this Agreement on behalf of L ender. Borrower, and
CRC represents: and certifies that: (a)' he or the is empowered, and has been authored by all necessary
action of Lender, Borrower, and CRC, respectively, 10 execute and deliver this Agreement, (b) hear she has
full callide ty, power, and authority to enter info and carry out this Agreement and (c) the executton:, delivery,
and performance of this Agreement have been authorized by Lender, Borrower, and CRC, respectively.
16. Notice. Any notice required or permitted to be given by either party to this Agreement shall be in
writing, and shall be deemedto have been given when: (a) delivered in person to the o the r party' (b) sent by
mile, wtth electronic co
nfirmation of receipt
Of or (c) sent by national overnig
facsi ht delivery service, L lt i
confiniiafiarf of receipt; addressed as follows: to Lender at W i 5 r
;to Bormwerat -70 5 �i r J
and to CRC at City of Carmel, Indiana, One Civic Square, Carraiel, Indiana 46032,
Facsi mile: 397 844 3493, Attn; Les Olds., with a copy. to. Kati P. Haas, Esq., Wallack Somers Baas, PC,
One Indiana Square, suite, 1600, Indiaraapa.iis, Indians 46.20.4, Facsimile: 317- 231 990Q; Any parry may
change its address for notice from time to time by delivering notice to the other parties as provided above.
11. Force Ma)eure. Notwithstanding anything to the contrary se.t forth herein, if any party it. delayed in,
or prevented from, observing or performing any of its obligations under, or satisfying any terra or condition at,
this Agreement as a result.of (a) an acfior orn lesion of any other party; or (b) any other cause that is notwfthin
the reasonable control of such party (including, w(thoutlimitation, unusually indtemertt weather, the unuspal
unavailability of materials, equipment, services or labor, and utility or energy shortages aracts or bMissions
of public utllity providers, tint excludi49 a lack of financial resources); t hen: (a) such observation, perfamnance,
or satisfaction shall be excused for the period of days that such observation, performance, or satisfaction is
delayed or prevented; and (b) the deadlines for observation, performance, and satisfaction, as applicable;
shall be extended for the same period.
12. R�Aiscelladeaus. Subject to the terms and conditions of Section 6, this Agreem ent shall inure to the'
benfit of, and be binding upon., each of Lender, Borrower, and CRC, and their respective successors and.
assigns, This Agreement constitutes the entire agreement among the parties with respect #o the subject
I am
matter hereof, and may be modified only by a written agreement by each of the parties. The invalidity,
illegality, or unenforceability of anyone or more afthe terms and conditions of this Agreement shall not affect
the validity, legality, or enforceability of the remaining terms and conditions hereof- This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Indiana. This Agreement maybe
executed in counterparts. each of which shall be aq original, but all of which, when taken together, shall
constitute a single instrument. AIIExhtbits referenced in this Agreement are attached hereto and incorporated
herein by reference.
0 21309 WallacY Somme Bass, PC- Use nvitboui pzmiesioo prohibited C:1
ocumenWs M Txi Pxrtp AsM=0 zt.apd
IN WITNESS WHEREOF, Lender, Borrower, and CRC have executed this Agreement as of
the date set forth above.
COMMUNI B NK
By.
Printed
Title:
Zl?�� �r#r�i�`u..r rZa n i ►E5 LL 4-
By: r�
Printed: T►4u L-
TH� CIT CARMEL. REDEVELOPMENT
G S I N
J�
B
r
Ronald 'E. Cartex, Prc sidenr
0209 Wallack $onions &Haas, PC. Use yrAout permission probib'tted. CgTk%Kar11Documeats\CB 7b Party Agrecmmtwpd
Community Bank Invoice No.
P.O. Box 1990
Noblesville, IN 46061
317-776-7735 fax 317-776-7739
INVOICE
Name Carmel Redevelopment Commission Date 3130/2010
Address Order No.
Phone FOB
I- Q ty Description Unit Price TOTAL
1212 S. Rangeline Properties, LLC $19,000.00 $19,000.00
Interest on Loan #901336-96934
In reference to: 1212 S. Rangeline Road, Carmel, IN 46032
Svo/oca/ $19
0 Cash Taxes State
Check
0 Credit Card $19,00EOO:7]
Name brily
cc
Expires
Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
0 V" Wv1171 Iy 6 "4 Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date z Number 1 (or note attached invoice(s) or bill(s)) J co
lr/��'�` °5% cv� Z 9 �?n �'j �r� J�� 7 1
Total /9,
I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance
with IC 5- 11- 10 -1.6.
20
Clerk- Treasurer
Vi-)UCHER NO. WARRANT NO.
ALLOWED 20
IN SUM OF
coo
ON ACCOUNT OF APPROPRIATION FOR
Board Members
PO# or INVOICE NO. ACCT /TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
adz �OS�LG�2j /9�cz� bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
20 %D
Director 4 "Mpment
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund