Collateral Assignment and Security Agreement - 4CDC - $2,700,000 COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
This Collateral Assignment and Security Agreement (the "Agreement"), is executed this
�j day of November, 2011, by and among Carmel City Center Community Development Corporation, an
Indiana community development corporation having its principal office at One Indiana Square, Suite 2300,
Indianapolis, Indiana 46204(the"Assignor"), Fowler State Bank,a banking institution having its principal office
at 300 East 5th Street, P.O. Box 511, Fowler, Indiana 47944 (the "Assignee"), and The City of Carmel
Redevelopment Commission, having its principal office at 30 West Main Street, Suite 220, Carmel, Indiana
46032 ("CRC").
1. Defined Terms.
Available Funds shall mean, on any given date, the difference between $2,500,000.00 and the Principal
Amount, if any.
City shall mean the City of Carmel, Indiana.
Collateral shall mean Assignor's interest in the Grant Agreement and the Proceeds.
Debt Service shall mean regular(non-default) monthly payments of interest due and payable by Assignor to
Assignee pursuant to the Note.
Disbursement Instructions shall mean the terms, conditions, and instructions for, or with respect
to disbursement of the proceeds of the Loan to(or for the account of)Assignor; which terms, conditions, and
instructions shall be consistent with the terms and conditions of Exhibit A.
Event of Default shall have the meaning set forth in Section 10.
Future Advances shall mean advances that may be made by Assignee in accordance with the terms and
conditions of the Loan Documents for purposes other than: (a)extending to Assignor a revolving line of credit
in the original principal amount of$2,500,000.00; (b)payment of Debt Service; or(c)payment of Lender Fees.
Grant shall mean the grant made by CRC to Assignor pursuant to the terms and conditions of the Grant
Agreement.
Grant Agreement shall mean that certain Grant Agreement of even date herewith executed by and between
CRC and Assignor.
Grant Amount shall mean the amount of the Grant,which amount, on the date of the execution of the Grant
Agreement, is $2,700,000.00.
Increment shall mean the allocated property tax proceeds (i.e., the "increment") that, pursuant to
IC §36-7-14-9, are generated from ad valorem real property taxes levied or imposed on or against real
property located within allocation areas that have been established in the City pursuant to IC §36-7-14.
Indebtedness shall have the meaning set forth in Section 3.
Junior Parity Obligations shall mean indebtedness or contractual obligations of CRC that are payable from
the Increment: (a) after payments due with respect to the Senior Debt; but(b) before any other indebtedness
or contractual obligations of CRC that are payable from the Increment.
Laws shall mean all applicable laws, statutes, and/or ordinances, and any applicable governmental rules,
regulations, guidelines, orders, and/or decrees.
Lender Fees shall mean regular(non-default)lender fees,costs, and expenses due and payable by Assignor
to Assignee pursuant to the Loan Documents, including, without limitation, costs and expenses: (a) to close
the Loan; and (b) that, under the terms and conditions of this Agreement or the other Loan Documents,
expressly constitute Lender Fees.
Loan shall mean a loan consisting of a revolving line of credit extended by Assignee to Assignor in
accordance with the terms and conditions of the Loan Documents, which line of credit is in the original
principal amount of$2,500,000.00.
Loan Documents shall mean the documents evidencing and/or securing the Loan, including,specifically,the
Note and the Tri-Party Agreement.
Losses shall mean any liability, loss, damage, cost, or expense (including, without limitation, reasonable
attorneys' fees).
Maturity Date shall mean the date on which the Principal Amount becomes due in full pursuant to the Note.
Note shall mean that certain Promissory Note of even date herewith executed by Assignor in favor of
Assignee and evidencing the Loan.
Obligations shall mean all obligations, liabilities, and indebtedness of Assignor to Assignee now existing or
hereafter arising under, or in connection with, the Loan Documents, together with all: (a) Debt Service and
Lender Fees; (b) other amounts payable to Assignee under any of the Loan Documents; and (c) costs,
expenses, and reasonable attorneys' fees incurred by Assignee in: (i) the enforcement of any of the Loan
Documents; or (ii) the collection of any amounts payable to Assignee under any of the Loan Documents;
whether such obligations, liabilities, and indebtedness are direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several, or joint and several.
Principal Amount shall mean the principal amount of $2,500,000.00, or so much thereof as may be
disbursed or advanced and outstanding from time to time under the Loan Documents. The Principal Amount
shall include any amounts that specifically are added into and made a part of the Principal Amount under the
Loan Documents, to the extent that such amounts remain outstanding.
Proceeds shall mean all additions, substitutions, replacements, extensions, renewals, and proceeds to or of
the Grant Agreement.
Senior Debt shall mean indebtedness or contractual obligations of CRC that are payable from the Increment,
which indebtedness or contractual obligations have priority over all other indebtedness or contractual
obligations of CRC that are payable from the Increment.
Tri-Party Agreement shall mean that certain Tri-Party Agreement of even date herewith executed by and
among Assignor, Assignee, and CRC.
UCC shall mean the Indiana Uniform Commercial Code, as incorporated in the Indiana Code.
2. Assignment. For good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby, Assignor hereby: (a) assigns the Collateral to Assignee; and (b) grants to Assignee
a security interest in the Collateral.
3. Indebtedness. This Agreement is given to secure the following (collectively, the "Indebtedness"):
(a) performance by Assignor of the terms and conditions of this Agreement, together
with payment of all: (i) amounts payable to Assignee under this Agreement; and
(ii) reasonable costs, expenses, and attorneys' fees incurred by Assignee in: (A) the
enforcement of this Agreement; or (B) the collection of any amounts payable to Assignee
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under this Agreement;whether the foregoing are direct,indirect,fixed,contingent,liquidated,
unliquidated, joint, several, or joint and several;
(b) All obligations, liabilities, and indebtedness of Assignor to Assignee now existing or
hereafter arising under,or in connection with, the Loan Documents, together with all: (i) Debt
Service and Lender Fees; (ii) other amounts payable to Assignee under any of the Loan
Documents; and (iii) reasonable costs, expenses, and attorneys' fees incurred by Assignee
in: (A) the enforcement the Loan Documents; or (B) the collection of any amounts payable
to Assignee under the Loan Documents; whether such obligations, liabilities, and
indebtedness are direct, indirect, fixed, contingent, liquidated, unliquidated,joint, several, or
joint and several;
(C) All obligations and liabilities of Assignor and/or CRC now existing or hereafter arising
under, or in connection with, the Tri-Party Agreement, together with all: (i) amounts payable
under the Tri-Party Agreement; and (ii) reasonable costs, expenses, and attorneys' fees
incurred by Assignee in: (A)the enforcement of the Tri-Party Agreement; or(B)the collection
of any amounts payable to Assignee under the Tri-Party Agreement; whether such
obligations and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated,joint,
several, or joint and several; and
(d) Any and all modifications,amendments, supplements, restatements, replacements,
renewals, or extensions of one or more of this Agreement or the Loan Documents.
Assignor hereby acknowledges and agrees that: (a)the Indebtedness includes, and this Agreement is given
to secure, the Future Advances; and (b) this Agreement shall secure all Future Advances.
4. Security Agreement. This Agreement is intended to be a security agreement pursuant to the UCC
with respect to the Collateral for the purpose of securing all Indebtedness. Assignor agrees to execute and
deliver financing and continuation statements (or acknowledgments and/or receipts thereof) covering the
Collateral from time to time and in such form as Assignee may require to perfect, and continue the perfection
of, Assignee's security interest with respect to the Collateral. Assignor shall pay (and Lender Fees shall
include)all costs and expenses of: (a)filing such statements, and any continuations or releases thereof; and
(b) any record searches for financing statements that Assignee may require. If there is a default under this
Agreement, then, with respect to all and every part of the Collateral, Assignee shall have the rights and
remedies: (a) of a secured party under the UCC; (b) available at law or in equity; and (c) provided in this
Agreement.
5. Payment.
(a) Lender Disbursements. On a monthly basis, and to the extent that there are
Available Funds, Lender shall: (i) disburse to itself an amount equal to the lesser of: (A) the
accrued and unpaid interest on the Principal Amount; or (B) the Available Funds; in
satisfaction (or partial satisfaction, if the Available Funds are less than the amount of the
accrued and unpaid interest on the Principal Amount)of the payment due by Assignor under
Subsection 4(b) of the Note; and (ii) add the amount drawn to the Principal Amount. If the
Available Funds are less than the amount of the accrued and unpaid interest on the Principal
Amount,then Assignor shall remain responsible to pay the difference between: (i)the amount
of the accrued and unpaid interest on the Principal Amount; and (ii) the Available Funds.
(b) Draw Limitations.
(i) The parties agree that the initial Grant Amount is intended to cover:
(A) $2,500,000.00 (which is the original principal amount of the Loan); plus
(B) interest thereon for a period of at least one year. Accordingly,
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notwithstanding that, pursuant to the Note, amounts paid or prepaid on the
Loan may be re-borrowed so long as, as a result of such re-borrowing, the
Principal Amount does not exceed $2,500,000.00, Assignor shall not make
a draw on the Loan if, as a result of such draw, the aggregated amounts
drawn by Assignor on the Loan throughout the term of the Loan will exceed
$2,500,000.00, unless the Grant Agreement has been amended to increase
the Grant Amount beyond the initial amount of$2,700,000.00.
(ii) If the Grant Agreement has been amended to increase the Grant
Amount beyond the initial amount of $2,700,000.00, then, in addition to
draws during the term of the Loan that total, in the aggregate,
$2,500,000.00, Assignor may make additional draws on the Loan, so long
as such additional draws in the aggregate do not exceed an amount equal
to the increase in the Grant Amount above the initial amount of
$2,700,000.00.
(iii) In no event shall the foregoing be interpreted or deemed to mean
that, at any time, the Principal Amount may exceed $2,500,000.00.
(c) Disbursement Instructions. Subject to the terms and conditions of this Agreement
and the other Loan Documents,Assignee shall disburse proceeds of the Loan in accordance
with the Disbursement Instructions.
(d) Parity. Any and all amounts of the Grant actually funded by CRC under the Grant
Agreement shall constitute Junior Parity Obligations.
6. Warranties. Assignor represents and warrants to Assignee that: (a) Assignor: (i) is, and shall
continue to be, the sole owner of the Collateral; and (ii) has not sold, transferred, assigned, or conveyed all
or any part of the Collateral; (b) the Collateral is free and clear of all liens, pledges, security interests, and
encumbrances of any nature,except for the security interest granted to Assignee hereunder;(c)Assignor shall
keep the Collateral free and clear of all liens, pledges, security interests, and encumbrances of any nature,
except for the security interest granted to Assignee hereunder; (d)Assignor has full right and power to enter
into and take the actions contemplated by this Agreement; (e) all necessary action has been taken to effect:
(i) the assignment of the Collateral to Assignee; and (ii) the grant to Assignee of a security interest in the
Collateral; (f)this Agreement is effective to assign the Collateral to Assignee, and grant to Assignee a security
interest in the Collateral, without contravention of the terms and conditions of the Loan Documents; and
(g) there are no outstanding subscriptions, options, warrants, commitments, or agreements with respect to
the Collateral,except for agreements to which Assignor and Assignee are parties. Each of Assignor and CRC
represents and warrants that it will not grant a security interest in the Collateral to any party other than
Assignee.
7. Performance.
(a) Payment. Assignee shall be paid all of the Indebtedness when due: (i)without relief
from valuation and appraisement laws; and (ii)with reasonable attorneys' fees and costs of
collection. Assignor waives demand, presentment for payment, notice of protest, and notice
of nonpayment or dishonor of the Note and/or the other Indebtedness.
(b) Performance. Assignor shall perform as and when due all of its obligations under
the Loan Documents, and CRC shall perform as and when due all of its obligations under the
Tri-Party Agreement.
(c) Ownership. Assignor shall: -(i) remain the sole owner of the Collateral; accordingly,
Assignor shall not sell, transfer, convey, assign, pledge, or otherwise dispose of all or any
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part of the Collateral or any interest therein; (ii) keep the Collateral free and clear of all liens,
pledges, security interests, and encumbrances of any nature; (iii) not issue, grant, or agree
to any subscriptions, options, warrants, commitments, or agreements with respect to the
Collateral; and (iv) take all necessary action to keep this Agreement, the Loan Documents,
and the security interest in the Collateral in full force and effect.
8. Preservation. If: (a)Assignor fails to: (i) make any payment under the Loan Documents when due,
or (ii) timely observe or perform any obligation to be observed or performed by it pursuant to the Loan
Documents; or(b) CRC fails to: (i) make any payment under the Tri-Party Agreement when due; or(ii) timely
observe or perform any obligation to be observed or performed by it pursuant to the Tri-Party Agreement;
then: (a)Assignee, at its option, but without: (i) any duty or obligation to do so; or(ii) any waiver or release of
any default by Assignor or CRC; may make any such payment or observe or perform any such obligation as
necessary or appropriate to protect or defend the Collateral, the security intended to be given by this
Agreement, the security interest of Assignee in the Collateral, and/or the priority of such security interest in
the Collateral;and(b)all reasonable costs and expenses incurred by Assignee in connection with making any
such payment or observing or performing any such obligation (including, without limitation, reasonable
attorneys' fees) shall constitute Lender Fees and be a part of the Indebtedness secured by this Agreement.
9. Negative Covenants. Assignor acknowledges and agrees that, during the term of this Agreement
and until: (a)all of the Obligations are paid and satisfied in full; and (b)the Maturity Date has occurred; unless
waived in writing by Assignee,Assignor at all times shall comply with the following covenants and agreements,
each of which is a condition to the obligations of Assignee under this Agreement and with respect to the Loan:
(a) Assignor shall not: (i) file any financing statement covering all or any portion of the
Collateral in any public office, except financing statements in favor of Assignee; or(ii)cause
or permit any such financing statement to be filed.
(b) Assignor shall not: (i) change its name; or (ii) merge into, or consolidate with, any
other entity, or otherwise reorganize.
(c) Assignor shall not: (i) amend, modify, or restate its organizational documents;
(ii)cause or permit any such amendment, modification, or restatement; or(Hi) be dissolved,
wound up, or converted to another type of entity, or have its existence as: (A) a 501(c)(4)
tax-exempt, non-profit organization under the Internal Revenue Code of 1986, as amended,
and the United States Treasury Regulations in effect with respect thereto;or(B)a community
development corporation organized and validly existing under the laws of the State of
Indiana; terminated.
(d) Assignor shall not: (i)sell, convey, or transfer to any person any interest in Assignor;
(ii) otherwise encumber, pledge, or assign any interest in Assignor; (iii) grant any security
interest in any interest in Assignor; or (iv) cause or permit any such sale, conveyance,
transfer, encumbrance, pledge, assignment, or grant of security interest.
(e) Assignor shall not make or permit to be made any material change in the character
of its business as currently conducted.
(f) Assignor shall not file a consolidated tax return with any other party, except as
required by the Laws.
10. Events of Default. It shall be an "Event of Default" under this Agreement if:
(a) Assignor or CRC fails to pay any amount due hereunder or under the Note on the
date due; provided that: (i) in the case of the first two such failures in any 12 month period,
it shall not be an Event of Default unless the failure continues for a period of five days after
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the date on which the payment is due; and (ii) to the extent that Assignee is obligated
pursuant to Section 5 or any other Loan Documents to disburse funds to itself to satisfy a
payment otherwise due by Assignor, then it shall not be an Event of Default by Assignor if
Assignee fails to timely disburse such funds to itself;
(b) Assignor or CRC fails to observe or perform any other obligation to be observed or
performed by it hereunder, and such failure continues for a period of 30 days after Assignee
delivers written notice of such failure to Assignor or CRC, respectively; provided that, if such
failure is of a nature that it reasonably cannot be cured within 30 days, then such failure shall
not constitute an Event of Default so long as Assignor or CRC: (i)commences a cure of such
failure within 15 days after receipt of the notice from Assignee; and(ii)diligently pursues such
cure to completion within 60 days after receipt of such notice;
(c) there is an "Event of Default" by Assignor or CRC under the other Loan Documents
and/or the Grant Agreement, as applicable; provided that: (i) if the term "Event of Default" is
not used in any one or more of the foregoing documents, then it shall be an Event of Default
under this Agreement if there is a default under such document that continues beyond any
applicable cure periods; and (ii)notwithstanding the foregoing, undeclared Events of Default
under the Grant Agreement shall not be Events of Default hereunder;
(d) there is any representation or warranty made by Assignor or CRC in this Agreement,
the Loan Documents, or the Grant Agreement, as applicable, that is false in any material
respect at the time made or deemed to be made;
(e) there is a breach of Subsection 7(c) of this Agreement;
(f) there is a change in any Law that: (i) causes the transactions contemplated by the
Loan Documents, and/or the Grant Agreement to be unlawful; or (ii) subjects Assignee to
material adverse financial consequences;
(g) there is a liquidation, sale, conveyance, transfer, encumbrance, pledge, or
assignment of substantial assets of Assignor out of the ordinary course of business;
(h) Assignor: (i) institutes or consents to any proceedings: (A) in insolvency or
bankruptcy; (B)for the adjustment, liquidation, extension or composition, or arrangement of
debts; or (C) for any other relief; under any Law with respect to the relief or reorganization
of debtors; (ii) is adjudicated a bankrupt, files an answer admitting bankruptcy or insolvency,
or in any manner is adjudged insolvent; (iii)makes an assignment for the benefit of creditors;
or (iv) admits in writing an inability to pay debts as they become due;
(i) there is any proceeding: (i) in insolvency or bankruptcy; (ii) for the adjustment,
liquidation, extension or composition, or arrangement of debts; or (iii) for any other relief;
under any Law with respect to the relief or reorganization of debtors that is instituted against
Assignor, and such proceeding is not discharged or dismissed within 45 days;
(j) any portion of the Collateral,or any substantial portion of the other property or assets
of Assignor, is placed in the hands of any receiver, trustee, or other officer or representative
of any court, or Assignor consents, agrees, or acquiesces to the appointment of any such
receiver, trustee, or other officer or representative;
(k) Assignor's interest in the Collateral, or any material portion thereof, becomes the
subject matter of litigation that will result in substantial impairment or loss of the security
intended to be provided by this Agreement, as reasonably determined by Assignee;
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(I) any lienholder or creditor shall initiate an action to enforce or foreclose a lien, pledge,
security interest, or encumbrance on, in, or of all or any portion of the Collateral, whether
such lien, pledge, security interest, or encumbrance is superior, equal, or junior to the
security interest of Assignee in the Collateral;
(m) there is the making or filing of any levy or execution on, or any seizure, attachment,
or garnishment of, any portion of the Collateral; and/or
(n) there is an assignment or delegation by Assignor of any of its rights or obligations
hereunder or under any other Loan Document without the prior written consent of Assignee.
11. Remedies. If there is an Event of Default, then, at any time thereafter:
(a) at the option of Assignee: (i) all principal of, and interest on, the Indebtedness; and
(ii)any amount owed to Assignee hereunder or under the Loan Documents; immediately shall
become due and payable, without any notice, presentment for payment, demand, notice of
demand and dishonor, or protest and notice of protest and nonpayment, all of which
expressly are waived by Assignor;
(b) Assignee immediately shall have the right to: (i) enforce in whole or in part every
security interest granted by this Agreement; (ii) institute any proceeding that Assignee may
deem to be necessary or appropriate for the protection of its interests (including, without
limitation, a proceeding for injunction or for specific performance with respect to the terms
and conditions of this Agreement, the Loan Documents, and/or the Grant Agreement);
(iii) cure the Event of Default for the account of Assignor; and (iv) exercise any other right or
remedy granted: (A) under any of this Agreement, the Loan Documents, and/or the Grant
Agreement; or (B) at law or in equity; and
(c) all reasonable costs and expenses incurred by Assignee in exercising or enforcing
any of its rights or remedies hereunder shall constitute Indebtedness secured by this
Agreement.
Each and every right and remedy conferred upon,or reserved to,Assignee in this Agreement and/or the Loan
Documents: (a) is cumulative, and is not intended to be exclusive of any other right or remedy, although
Assignee, at its option, may elect to exercise its rights and remedies under: (i) this Agreement exclusive of
its rights and remedies under any of the Loan Documents; or(ii) any of the Loan Documents exclusive of its
rights and remedies under this Agreement; and (b) shall be in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity. No delay or omission by Assignee in the exercise
of any right or remedy shall constitute, or be construed to be, a waiver of, or an acquiescence in, any Event
of Default, and every right and remedy given to Assignee may be exercised from time to time, as often, and
in such order as may be deemed to be expedient by Assignee. No waiver by Assignee of any Event of Default
shall constitute a waiver of, or consent to, any subsequent Event of Default.
12. Receiver. Immediately upon the commencement of any proceeding by Assignee to obtain judgment
for any part of the Indebtedness, or to aid in the enforcement of this Agreement, the Loan Documents, and/or
the Grant Agreement: (a)Assignor shall: (i)waive the issuance and service of process, and enter its voluntary
appearance in such proceeding; (H) agree and consent to the appointment of a receiver or receivers of the
Collateral; and (Hi) execute, at the request of Assignee, a written consent or agreed order to be filed for the
purpose of obtaining the appointment of a receiver; and (b) Assignee shall be entitled to the appointment of
a receiver of the Collateral, without: (i) any such waiver, entry, agreement, consent, or order, or any further
notice; (ii) regard to the adequacy or inadequacy of any security for the Indebtedness; and/or (iii) the
requirement of any bond.
13. Waivers. To the extent lawful: (a)at no time shall Assignor insist upon, plead, or in any other manner
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whatsoever claim or take any benefit or advantage of: (i) any valuation or appraisement law; or (ii) any
exemption from execution or sale of the Collateral; and (b) Assignor expressly waives all right to have the
Collateral marshaled upon any enforcement of this Agreement. Assignee shall be entitled to recover judgment
for any part of the Indebtedness before, after, or during the pendency of any proceeding for the enforcement
of this Agreement, and the right of Assignee to recover such judgment shall not be affected by: (a) the
enforcement of the security interest in the Collateral or any entry or sale hereunder; or(b)the exercise of any
other right or remedy for the enforcement of this Agreement. Upon any sale made under or by virtue of this
Agreement, Assignee may bid for and acquire all or any part of the Collateral, and, in lieu of paying cash
therefor, may make settlement of the purchase price by crediting the net sales price against the Indebtedness.
14. Claim Defense. Assignor promptly shall: (a) notify Assignee in writing of the commencement, or
threat of commencement, of any proceeding affecting the interest of Assignor or Assignee in all or any part
of the Collateral; and(b)take such action, employing attorneys satisfactory to Assignee, as may be necessary
to preserve, protect, and defend the interests of Assignor and Assignee affected by such proceeding.
Assignor shall take such action in connection therewith as Assignee reasonably may require. Any and all
Losses that may be incurred by Assignee in connection with any proceeding to which Assignee is made a
party on account of this Agreement shall constitute Lender Fees and be a part of the Indebtedness secured
by this Agreement. If Assignee pays, discharges, or satisfies, in whole or in part, any prior lien or
encumbrance upon all or any part of the Collateral, then Assignee shall be subrogated to the rights of the
holder of such lien as fully as if such lien had been assigned to Assignee.
15. 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: (a) Assignee at 300 East 5'h Street, P.O. Box 511, Fowler,
Indiana 47944, Facsimile: 765-884-3239, Attn: Steven T. Pettet, with a copy to Jerimi J. Ullom, Hall Render,
Killian, Heath & Lyman, One American Square, Suite 2000, Box 82064, Indianapolis, Indiana 46282,
Facsimile: 317-633-4878; (b) Assignor at One Indiana Square, Suite 2300, Indianapolis, Indiana 46204,
Facsimile: 317-231-9900, Attn: Ryan Wilmering, with a copy to 30 West Main Street, Suite 220, Carmel,
Indiana 46032, Facsimile: 317-844-3498, Attn: Les Olds; and (c) CRC at 30 West Main Street, Suite 220,
Carmel, Indiana 46032, Facsimile: 317-844-3498,Attn: Les Olds,with a copy to: Karl P. Haas, Esq.,Wallack
Somers&Haas, PC,One Indiana Square,Suite 2300,Indianapolis, Indiana 46204, Facsimile: 317-231-9900.
Any party may change its address for notice from time to time by delivering notice to the other parties as
provided above.
16. Authority. Each undersigned person executing this Agreement on behalf of Assignor,Assignee,and
CRC represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary
action of Assignor,Assignee, 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 Assignor, Assignee, and CRC, respectively.
17. Severability. If any one or more of the terms or conditions of this Agreement is determined to be
invalid, then: (a) such invalidity, at the option of Assignee, shall not affect any other term or condition of this
Agreement; and (b)this Agreement shall be construed as if such invalid term or condition had never existed.
The invalidity of any term or condition of this Agreement in any jurisdiction shall not affect the validity of such
term or condition in any other jurisdiction.
18. Applicable Law. The validity, construction, interpretation, and enforcement of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to
principles of conflicts of law. All actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in Hamilton County, Indiana, or the federal courts with venue that
includes Hamilton County, Indiana. The parties waive, to the extent permitted under applicable law: (a) the
right to a trial by jury; and (b) any right to assert the doctrine of"forum non conveniens"or to object to venue;
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in either case to the extent any proceeding is brought in accordance with this Section.
19. Successors. The terms and conditions of this Agreement shall:(a)run with the Collateral;and(b)be
binding upon, and inure to the benefit of: (i)Assignor and its administrators, successors and assigns, and all
parties claiming under or through Assignor; and (ii) Assignee and its successors and assigns. The term:
(a) "Assignor" shall include all administrators, successors, and assigns of Carmel City Center Community
Development Corporation;and (b)"Assignee"shall include the successors and assigns of Fowler State Bank.
All parties who purport to have acquired any interest in the Collateral shall be deemed to have notice of, and
shall be bound by, the terms of the this Agreement and the Loan Documents.
20. Miscellaneous. Any and all terms and/or conditions of this Agreement from time to time may be
waived by Assignee to such extent, and in such a manner, as Assignee desires, by an instrument in writing
signed by Assignee; provided that no such waiver shall affect or impair the rights of Assignee hereunder,
except to the extent specifically stated in such written instrument. The captions used in this Agreement are
for convenience only and are not to be construed as defining or limiting the terms and conditions of this
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject
matter hereof, and may be modified, amended,or revised only by a written agreement signed by each of the
parties. This Agreement may be executed in counterparts, each of which shall be an original, but all of which,
when taken together, shall constitute the same agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set forth
above.
CARMEL CITY CENTER COMMUNITY
DEVELOPM NT CORPORATION
By: .44 4
Richard F. Tayl•r III, Pr-rent
FOWLER STATE BANK
By:
Steven T. Pettet, President/CEO
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION
By:
William Hammer, President
Z:\Documents\Shoup,Jenny\City of Carmel\Fowler State 01 Novl I
Bank\Collateral Assignment\Collateral Assignment.wpd -9-
in either case to the extent any proceeding is brought in accordance with this Section.
19. Successors. The terms and conditions of this Agreement shall: (a)run with the Collateral;and(b)be
binding upon, and inure to the benefit of: (i)Assignor and its administrators, successors and assigns, and all
parties claiming under or through Assignor; and (ii) Assignee and its successors and assigns. The term:
(a) "Assignor" shall include all administrators, successors, and assigns of Carmel City Center Community
Development Corporation;and (b)"Assignee"shall include the successors and assigns of Fowler State Bank.
All parties who purport to have acquired any interest in the Collateral shall be deemed to have notice of, and
shall be bound by, the terms of the this Agreement and the Loan Documents.
20. Miscellaneous. Any and all terms and/or conditions of this Agreement from time to time may be
waived by Assignee to such extent, and in such a manner, as Assignee desires, by an instrument in writing
signed by Assignee; provided that no such waiver shall affect or impair the rights of Assignee hereunder,
except to the extent specifically stated in such written instrument. The captions used in this Agreement are
for convenience only and are not to be construed as defining or limiting the terms and conditions of this
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject
matter hereof, and may be modified, amended, or revised only by a written agreement signed by each of the
parties. This Agreement may be executed in counterparts,each of which shall be an original, but all of which,
when taken together, shall constitute the same agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set forth
above.
CARMEL CITY CENTER COMMUNITY
DEVELOPMENT CORPORATION
By:
Richard F. Taylor III, President
FOWLER TATE K
By:
S v n T. Pettet, President/CEO
7
THE CITY OF CARMEL
REDEVELOPMENT COMMISSION
By:
William Hammer, President
Z:\Documents\Shoup,Jenny\City of Carmel\Fowler State 3 lOctl I
Bank\Collateral Assio ment.wpd -9-
in either case to the extent any proceeding is brought in accordance with this Section.
19. Successors. The terms and conditions of this Agreement shall: (a)run with the Collateral;and(b)be
binding upon, and inure to the benefit of: (i)Assignor and its administrators, successors and assigns, and all
parties claiming under or through Assignor; and (ii) Assignee and its successors and assigns. The term:
(a) "Assignor" shall include all administrators, successors, and assigns of Carmel City Center Community
Development Corporation; and(b)"Assignee"shall include the successors and assigns of Fowler State Bank.
All parties who purport to have acquired any interest in the Collateral shall be deemed to have notice of, and
shall be bound by, the terms of the this Agreement and the Loan Documents.
20. Miscellaneous. Any and all terms and/or conditions of this Agreement from time to time may be
waived by Assignee to such extent, and in such a manner, as Assignee desires, by an instrument in writing
signed by Assignee; provided that no such waiver shall affect or impair the rights of Assignee hereunder,
except to the extent specifically stated in such written instrument. The captions used in this Agreement are
for convenience only and are not to be construed as defining or limiting the terms and conditions of this
Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject
matter hereof, and may be modified, amended, or revised only by a written agreement signed by each of the
parties. This Agreement may be executed in counterparts, each of which shall be an original, but all of which.
when taken together, shall constitute the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
CARMEL CITY CENTER COMMUNITY
DEVELOPMENT CORPORATION
By:
Richard F. Taylor III, President
FOWLER STATE BANK
By:
Steven T. Pettet, President/CEO
THE CITY OF CARMEL
REDEVELPPMENT COQ MISSION
li
By. ► ��."/:.:u' II:.L i'iA�4
William Hammer, ' esident
Z:ADocuments\Shoup,Jenny\City of Carmel\Fowler State U 1 Nuc I I
Bank\Collateral Assignment\Collateral Assignment.wpd -9-
Exhibit A
Disbursement Instructions
Disbursements of proceeds of the Loan to (or for the account of) Borrower in the amount of the "Total
Authorized Disbursement"line in the"Amount of Authorized Disbursement"column(see form of notice below)
shall be made in accordance with the terms and conditions of the Agreement,the other Loan Documents, and
the Disbursement Instructions promptly upon receipt by Lender of a notice in the following form signed by the
President, Vice President, Secretary, or Executive Director of CRC:
Fowler State Bank hereby is instructed to make a disbursement of proceeds of the Loan to
(or for the account of) Borrower in: (a) the amount of the "Total Authorized Disbursement"
line in the"Amount of Authorized Disbursement"column below; and (b)accordance with the
terms and conditions of the Agreement, the other Loan Documents, and the Disbursement
Instructions.
Purpose of Authorized Disbursement Amount of Authorized Disbursement
Total Authorized Disbursement $
All terms used in these Disbursement Instructions without definition shall have the meanings
ascribed thereto in that certain Collateral Assignment and Security Agreement executed by
and among Fowler State Bank, Borrower, and CRC, dated November_, 2011.
Dated: CITY OF CARMEL REDEVELOPMENT
COMMISSION
By
Printed
Title
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I3ank\Collateral AssignmentACollateral Assignment.wpd -1 0-