Agenda - Council - 09/27/2011 - Special

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in which he or she is directly or indirectly interested. No member, official or employee of the HRA shall be personally liable to the HRA in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Loan Agreement. Section 8.2 Titles of Articles and Sections. Any titles of the several parts, articles and sections of this Loan Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 8.3 Binding Effect. The parties hereto agree that this Loan Agreement shall be binding upon and inure to the benefit of their respective successors in interest and assigns including any holder of or participant in either of the Notes; provided, however, that the Developer may not assign or transfer its interest herein without the prior written consent of the HRA. Nothing herein shall be interpreted or construed as creating any rights in any person other than the parties hereto. Section 8.4 Governing Law, Waiver of Right to Jury Trial, Jurisdiction, Venue and Severability. This Loan Agreement is made in the state of Minnesota and shall be construed in accordance with the laws thereof. The parties consent to the personal jurisdiction of the state and federal courts located in the state of Minnesota in connection with any controversy related to this Loan Agreement and the parties waive any argument that venue in such forms is not convenient. The parties agree that any litigation initiated by either party against the other shall be venued either in the district court in Anoka County, Minnesota or the U.S. District Court, District of Minnesota. The HRA and the Developer, each having been represented by counsel each knowingly and voluntarily waives a right to a trial by jury in any action or proceeding to enforce or defend any rights under this Loan Agreement or any amendment to this Loan Agreement. If any provision of this Loan Agreement is in conflict with any statute or rule of law of the state of Minnesota or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability, and shall be deemed separate from and shall not invalidate any other provision of this Loan Agreement. Section 8.5 Notices. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States mails, certified mail and with return receipt requested, postage prepaid, or sent by overnight courier, or sent by facsimile, and addressed as follows: 2695614v12 If to Developer: With copies to: F & C Ramsey, LLC 8900 Keystone Crossing #1200 Indianapolis, IN 46240 Attn: David M. Flaherty Telephone No.: (317) 816 -9300 Facsimile No.: (317) 816 -9301 Email: dflaherty@flahertycollins.com Barnes & Thornburg 11 S. Meridian St. Indianapolis, IN 46204 Attn: Stephen Lee A -15