Tri Party Agreement Community Bank-CRC-1212 Rangeline PropertiesTRI -PARTY AGREEMENT
This Tri -Party Agreement (the "Agreement ") is executed the IL, day of September, 2009,
by and among Community Bank (the "Lender "), (the "Borrower "), and The City of
Carmel Redevelopment Commission ( "CRC ")_ IZiz gi}nit 2 -r,*%6 P ,D,e6r411 r5, L__€
1. Definitions.
Accrued interest shall mean the Base Rate Accrued interest or the Adjusted Rate Accrued interest, as
applicab.ie.
Adjusted Outstanding Principal Balance shall mean the amount, on the Purchase Date, of the principal
balance 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,
specifically, all Lender Costs that are 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 remains unpaid, as of the Purchase Date, regardless ofwhethersuch interest has 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 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:, to the extent that such Lender
Costs have been incurred in the absence of a Loan Default (excluding', specifically, all Lender Costs that are
awed by Borrower as a result of a Loan Default); provided that in no event shall the Base Outstanding
Principal: Balance exceed $3,000,0O0.O0_
Base Purchase Price shall mean the sum of (a) the Base. Rate Accrued Interest; and (b) the Base
Outstanding Principal Balance.
Base Rate Accrued Interest shall mean all interest on the .Base Outstanding Principal Balance that has
accrued at the Base Rate, and remains unpaid, as of the Purchase Date.
ie. `75-
Base Rate shall mean an interest rate of % per annum.
Collateral shag 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 that, relate to the design, construction, or operation of the
portion of the Real Estate and the Project that is subject to the lien of the Mortgage (including, without
limitation, all construction contracts; architectural contracts, and contracts forsupplies, material, and /or labor);
Cure Notice shall mean a written notice pursuant to which CRC notifies Lender that CRC has elected to cure
a Loan Default by Borrower as permitted pursuan t to Section 5.
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Default Rate shall mean the "gt o JPs g� L % c " as defined in the Note.
Fee Title Interests shall mean: (a) fee sim ple 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 commitment issued
by jvt:0,AlN 1 jTL6 , as lfp5i A - Citg 7/7-t e., with an Effective Date of Sffr6+1131 -1) 2-0
Guaranties shall mean the Guaranty executed by?i=€ue- +FSICaztV min favor of Lender; and (b) the
Guaranty executed by 6-0.C- in favor of Lender.
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Judgment Rate 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 Lender in accordance with the Loan
Documents..
Loan shall mean a loan from Lender to Borrower made to fsnance the payment of Permitted Costs in the
maximum principal amount of $3,000,000..
Loan Default shall mean an "Event of Default" under any of the Loan Documents (including, withoutlim itation,
the failure by Borrower to pay on the Maturity Date the full outstanding principal balance of the Note and all
accrued interest on the Note; provided that, if "Event of Default" is not a defined term in any Loan Document,
then, with respect to suoh Loan Document, there shall be a Loan Default if Borrower is in default thereunder
beyond any applicable notice, grace, or cure. periods.
Loan Default Notice shall mean a written notice pursuant to which Lender notifies CRC that a Loan Default
exists..
Loan Documents shall mean the documents evidencing andtor securing the Loan (including, without
limitation, the Note, the Mortgage, and the Guaranties).
Loan Interests shall mead;: (a) the Loan; (b) the Loan Documents; (c) the first lien of the .M ortgage on the
Real Estate and the Project; and (d) all rights and interests of Lender with respect to the Loan and under the
Loan Documents (including, specifically, the right to (i) foreclose the lien of the Mortgage; (ii) enforce any
security interest or collateral assignment on or of the Collateral; (iii) otherwise enforce the terms and
conditions of the Loan Docum ents; (iv) collect the full outstanding principal balance of the Note and all accrued
interest on the Note; and (v) exercise all rights and remedies afforded by the Indiana Code to mortgagees
andior secured parties.
Loan Interests Closing shall mean the closing: with respect to the purchase by CRC of the Loan Interests.
Maturity Date shall mean el f0 /20fIL ,, 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 favor of 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 of the exercise by Lender of the PutOption 15 days afterthe expiration of the Standstill Period.
Outstanding Principal Balance shall mean the Base Outstanding Principal Balance or the Adjusted
Outstanding Principal Balance, as applicable.
ffi
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Permitted Casts shall mean: (a) the portion of the purchase price paid by Borrower at sheriffs 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 mean a release of all of the Real Estate, the Project, and the Collateral from the
liens, security interests, and collateral assignrnents 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 Note.
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 fro 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 not the obligation) of CRC to require Lender to assign the Loan
Interests for the Base Purchase Price.
Purchase Price shall rnean the Base Purchase Price or the Adjusted Purchase Price, as applicable.
Put Exercise Notice shall mean a written notice pursuant to which Lender notifies CRC that Lender is
exercising the Put Option.
Put Option shall mean the option (but not the obligation) of Lender to require CRC to purchase the Loan
Interests for the Base Purchase Price..
Real Estate shall mean that certain real estate more particularly depicted and /or described on Exhibit A,
together with all fixtures attached thereto and real property interests appurtenant thereto.
Rents shall mean all rents, royalties, income, proceeds, and /or profits from the operation of the Real Estate
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: (i) that is 30 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 to Section 5.
Notwithstanding the foregoing, if either: (a) CRC has exercised. the Purchase Option; or (b) Lender has
exercised the Put Option; then the Standstill 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 concurrently with
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 (8) intends to exercise any of its rem wises with
respect to such Loan Default; then Lender shall deliver a Loan Default
Notice to CRC prior to exercising any such remedies.
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(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 tine 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, prior to the last to occur of the date: (A) that is 15
days after delivery of the Loan Default Notice to CRC; or (S) 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 Collateral, 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 expiration of the
Standstill Period, provided that (A) the foregoing shall not prohibit Lender torn delivering a
Put Exercise Notice to CRC pursuant to Subsection 2(c)(ii)', and (B) if, prior to 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 Lender shall not exercise any of its .
remedies: with respect to such Loan Default (including that Lender shall not apply the Default
Rate or accept a deed in lieu of foreclosure) .unless, due to a failure of CRC, the Loan
Interests Closing has not occurred as of the Outside Closing Date;
(e) Adjusted Purchase Price. Notwithstanding anything to the contrary set forth herein;
if: (i) there is a Loan Default (ii) Lender has complied fully with the terms and..condittons of
Section 2 (including that Lender refrains from exercising any of its remedies with respect to
the Loan Default, except as permitted in Subsection 2(d)); (iii) 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, CRC exercises the Purchase Option;
then the applicable Purchase Price shall be the Adjusted Purchase Prig,
3. Closing.
(a) CRC Exercise. If CRC exercises the Purchase Option, then the Loan interests
Closing shall occur on or before the date that is 3D days after CRC delivers the Purchase
Exercise Notice.
(b) Lender Exercise. IfLender exercises the Put Option, then the Loan Interests Closing
shall occur on or before the date that is 15 days after the expiration of the Standstill Period;.
(c). Loan Interests: Closing.. At the Loan Interests Closing: (i) CRC shall pay the
Purchase Price; and (ii) Lender shall assign the Loan interests to 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
effectthatLender: (1) is not in default under this 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; (6) collection by CRC, as assignee of Lender, of any
amounts due from Borrower under the Loan Documents; and /or (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.
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(d) Closing f=ailure. 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, of CRC:
(a) Lender shall not accelerate the maturity date of the Loan or the payment of all or 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) repair andlorrestore the Project; as provided in Sect ons2 -Hp of the Mortgage;
(c) Lender shall not modify, amend, or revise Section 21 0 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 modify, amend, or revise any of the Loan Documents to increase
the default rate of interest to an amount that exceeds the Base Rate plus %.
(e) Lender shall not condition acceptance of a prepayment of all or any portion: of the
Outstanding Principal Balance upon receipt of a prepayment premium or penalty;
(() Lender shall not advance Loan proceeds: for any purpose other than payment of the
Permitted Costs; provided that the foregoing 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 than $3,OOO,001).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 Borrower; and (B) Lender has complied with
the terms and conditions of Section 5 and either: (1) CRC does not e[ectto cure the default
by Borrower within the time permitted pursuant to Section 5; or (2) CRC: (a) timely elects to
cure such default by Borrowers 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 Option or Lender has exercised the Put Option; then: (A) Lender shall not advance
more than $3,000,000.00 of Loan proceeds 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 advance
more than $3,000,000.00 of Loan proceeds;
(h) Lender shall not advance Loan proceeds for any purpose other than to pay Permitted
Costs: (1) except as provided in the Loan Documents; and (ii) notwithstanding the terms and
conditions of the Loan Docurn ents, until: (A) there is a default by Borrower; and (B) Lender
has complied with the terms 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) CRC;
(a) tint ely 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 Option or Lender has exercised the Put 0ption,then: (A) Lender
shall not advance Loan proceeds for any purpose other than to pay Permitted Costs unless
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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 mate due to a
failure of Lender, Lender shall not advance Loan proceeds for any purpose other than to pay
Permitted Costs;
(i)
Lendershall notwaive, release, delete, or corn promise the limitations and restrictions
under Section ) try of the Mortgage or consent to Borrower, directly or 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: (i) except as provided in the
Loan Documents; and (11) notwithstanding the terms and conditions of the Loan Documents,
until: (A) there is a default by Borrower; and 03) Lender has complied with the terms 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) CRC: (a) timely elects to cure such
default by Borrower; but (8) does not complete a cure within the time permitted pursuant to
Section 5; provided that, notwithstanding the foregoing, if CRC has exercised the Purchase
Option or Lender has exercised the Put Option, then: (A) Lender shall not waive, release,
delete, or compromise the limitations and restrictions under Section /h of the Mortgage
or consent to Borrower, directly or indirectly: (1) selling, transferring, assigning, conveying,
mortgaging, pledging, or otherwise disposing of the Real Estate ortbe Project or (2) creating
or permitting to occurany changes, director indirect, in the ownership or control of Borrower;
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 waive, release, delete, or compromise the limitations
and restrictions under Section f (, of the Mortgage or consent. to Borrower, directly or
Indirectly: (1) selling, transferring, assigning, conveying, mortgaging, pledging:, or otherwise
disposing of the Real Estate or the Project; or (2) creating or permitting to occur any .
changes, direct or indirect, in the ownership or control of Borrower;
(j) Lender shall not (1) waive, release, delete, or compromise the terms or conditions
of Section tar , or 1 of the Mortgage; or (ii) waive or release an Event of Default under
Section }(P or 11 of the Mortgage;
(k) Len. d`er shall not waive., release, delete, or compromise the obligations of Borrower
to pay the Accrued Interest or the Outstanding Principal Balance, except (i) in compliance
with the terms and conditions of this Agreement; or (ii) if the Purchase Price is reduced
commensurately;
(1) Lender shall not consent to Borrower directly or indirectly selling, transferring,
assigning, conveying, mortgaging, pledging, or 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: (1) as collateral for the Loan; or (ii) from any
Tien, security interest, or collateral assignment 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 compromise: (i) any lien, security interest, or
collateral assignment on, in, or of the Collateral that is granted by, or made in, the Mortgage
or the other Loan Documents; or 01) 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: (1) for the lien of
current . real estate taxes, assessments, and governmental charges; (ii) for mechanic's liens
being discharged pursuant to the terms and condition's of Section 8 of the Mortgage; or (111) if
there is a default by Borrower with respect to which Lender has complied with the terms and
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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 (B) CRC: (1) timely elects to cure such
default by Borrower; but (2) does not complete a cure within the time permitted pursuant to
Section 5; provided that, notwithstanding the foregoing, if CRC 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 shalt' not consent to any second or
subordinate Hen, security interest, or collateral assignment on in, or of the Real Estate or the
Project;
(p) Lender shall not modify, amend, or revise any of the Loan Documents (or waive,
release., delete, or compromise the rights and remedies of Lender thereunder) so that, if the
Loan Interests were assigned to CRC, the Loan. Documents would not provide to CRC, as
assignee: (i) the 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 right to call en, and enforce, the Guaranties; and (iv) the rig htand remedy
of foreclosing or enforcing the Mortgag e or any lien security interest, or collateraiassignment
on, in, or of the Collateral; and
(q) Lender shall not directly or indirectly sell, transfer, assign, convey, pledge, or
otherwise delegate or dispose of its interests in or to, or its rights to or under, any of the Loan
Interests, ex cept subject to the terms and conditions of this Agreement and the rights of CRC
hereunder ;:
5 CRC Cure Right
(a) Notices. Lender shall provide to CRC copies of all notices of defaults delivered to
Borrower pursuant to 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 default becoming a Loan Default, their, priorto exercising any
of its remedies under the Loan Documents with respect to any 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 CRC,: then CRC shall have
the option (but not the obligation) to cure such default; provided that, to exercise such option,
CRC shall deliver a Cure. Notice to Lender on or before the date that is 30 days after CRC:
receives notice from Lender of the existence of such default. If CRC timely elects to cure the
default, then CRC shall effectuate the cure within: (i) ten days after delivery of the Cure
Notice, in the event of a monetary default or (ii.) 30 days after delivery of the Cure Notice, in
the case of a default other than a monetary .default; provided that, if such default is of a
nature that it reasonably cannot be cured within 30 days, then, so long as CRC commences
the cure within the 30 day period, the period for com pleting the cure shall be extended for as
long as CRC diligently is pursuing such completion, which extension shall not exceed a
period of 90 days.
(c) Standstill. Notwithstanding anything tote contrary set forth in the Loan Documents,
Lender shall not exercise any of its remedies under the Loan Documents with respect to any
default (including, without limitation, that Lender shall not apply the Default Rate or accept
a deed in lieu of foreclosure) until the expiration of the Standstill Period. If CRC cures a
default by Borrower pursuant to this Section, then: (1) Lender shall accept such action by CRC
as a cure by Borrower, (li) 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 of written demand, shall reimburse CRC for all costs and expenses incurred by
CRC in connection with effectuating such cure.
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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 CRC
hereunder; and (b) without the prior written consent of Borrower or CRC, Lender may assign this Agreement
to any subsidiary or affiliate of Lender_ Notwithstanding any assignment permitted under this Section: (a) each
party shall remain liable to perform all of the terms and conditions to be performed by it 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.
8. indemnity. Eaoh of Lender, Borrower, and CRC shall indemnify and hold harmless the other parties
from and against any and all claims, damages, losses, and expenses (including, without limitation, attorneys'
fees) arising from, or in connection with the breach by Lender, Borrower, or CRC, respectively, of any term
or condition of this Agreement
9. Authority. Each undersigned person executing this Agreement on behalf of Lender, Borrower, and
CRC represents and certifies that (a) he or she is empowered, and has been authorized by all necessary
action of Lender, Borrower; and CRC, respectively, to execute and deliver this Agreement, (b) he or she has
full capacity, power, and authority to enter into and carry out this Agreement and (c) the execution', delivery,
and performance of this Agreement have been authorized by Lender, Borrower, and CRC, respectively..
10. Notice. Any notice required or permitted to be given by either party to this Agreement. shall be in
writing, and shall be deemed to have been given when (a) delivered in person to the other party (b) sent by
facsimile, with electronic confirmation of receipt; or (c) sent by national overnight delivery service, with
confirmation of receipt addressed as follows: to Lender at L i w6Sfiri "*c; jt{o6Gi+S vi /".-1 O
; to Borrower at '7O 5 i rte, ;4- go /fit/ s 1'004. r t APO 6/49'377
and to CRC at City of Carmel, Indiana, One Civic Square', Carmel, Indiana 46032,
Facsimile: 317- 844 -3496, Attn: Les Olds, with a copy to Karl F, Haas, Esq., Wallack Somers & Haas, PC,
One Indiana Square, Suite 1500., Indianapolis, Indiana 45204, Facsimile: 317 - 231 -9900 Any party may
change its address for notice from time to tii.ne by delivering notice to the other parties as provided above,
11. Force Majeure. Notwithstanding anything to the contrary set forth herein, if any party is delayed in
or prevented from, observing or performing any of its obligations under, or satisfying any term or condition of,
this Agreement as a result of: (a) an actor omission of any other party; or (b) any other cause that is not within
the reasonable control of such party (including, without limitation, unusually inclement weather, the unusual
unavailability of materials, equipment, services or tabor, and utility or energy shortages or acts or omissions
of public utility providers, but excluding a lack of financial resources); then: (a) such observation, performance,,
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. Miscellaneous. Subject to the terms and conditions of Section 6, this Agreement small inure to the
benefit 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 to the subject
matter hereof, and may modified only by a written agreement signed by each of the parties_ The invalidity,
illegality, or unenforceability of anyone or more of the 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 may be
executed in counterparts, each of which shall be an original, but all of which, when taken together, shall
constitute a single instrument. All Exhibits referenced in this Agreement are attached hereto and incorporated
herein by reference.
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IN WITNESS WHEREOF, Lender, Borrower, and CRC have executed this Agreement as of
the date set forth above,
COMMUUNN1 BANK
By:
Printed: _ 44s —, f"
Title: As. i -ri i V t", S iDE'4
1 2t2--C ZZb -i iES 1.-d- (L.
By:
Printed:
?i4-4 -k L ou-F
Title: h tt w 01 6
TH, ` T CARMEL REDEVELOP ENT
OP
Ronald E. Carter, President
Ci 2009 Wallach Somers & Haas, PC. Use without permission prohibited. Cl AY, 1KartsDocuanents \CE Tri Party.Apreement.wrpd