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With a copy to: Kuhl&Grant LLP <br /> 707 E. North Street, Suite 800 <br /> Indianapolis, IN 46202 <br /> If to MBI: Merchants Bank of Indiana <br /> 410 Monon Blvd.,4th Floor <br /> Carmel, Indiana 46032 <br /> Attention: James E. Russell <br /> With a copy to: Wooden&McLaughlin, LLP <br /> One Indiana Square, Suite 1800 <br /> Indianapolis, Indiana 46204 <br /> Attention: Michael A. Valinetz <br /> If to Issuer: City of South Bend, Indiana <br /> 425 S. 25th Street <br /> South Bend, Indiana 46615 <br /> or at such other address as either Borrower or MBI may from time to time specify by notice hereunder. <br /> Any notice may be given on behalf of MBI or Borrower by such party's legal counsel. Notwithstanding <br /> anything contained herein to the contrary, any notice required to be given by MBI of a sale, lease, other <br /> disposition of the collateral or any other intended action by MBI, deposited in the United States Mail <br /> postage prepaid duly addressed as specified above no less than ten (10) days prior to such proposed <br /> action, or if sent by overnight carrier five (5) days prior to such proposed action shall constitute <br /> commercially reasonable and fair notice to Borrower of same. <br /> Section 19.10 Prior Agreements. This Agreement replaces and supersedes any inconsistent <br /> provisions of any agreements heretofore made by MBI, Issuer and Borrower. This Agreement and the <br /> other Loan Documents are intended to be complementary and supplementary to one another. In the event <br /> of any conflict between the terms of one or more thereof, such terms shall,to the fullest extent reasonably <br /> possible, be construed to be complementary. However, if such terms cannot be construed as <br /> complementary,then the terms of this Agreement shall govern. <br /> Section 19.11 No Partnership/Joint Venture. It is hereby acknowledged by MBI and Borrower <br /> that the relationship between MBI and Borrower created hereby and by any other document executed in <br /> connection with the Loan is that of creditor and debtor and is not intended to be and shall not in any way <br /> be construed to be that of a partnership, a joint venture or that of principal and agent; and it is hereby <br /> further acknowledged that any control of or supervision over the construction or rehabilitation of the <br /> Improvements by MBI or disbursement of the Loan to anyone other than Borrower shall not be deemed to <br /> make MBI a partner,joint venturer or principal or agent of Borrower, but rather shall be deemed to be <br /> solely for the purpose of protecting MBI's security for the indebtedness evidenced by the Note and other <br /> indebtedness of Borrower to MBI. <br /> Section 19.12 Advertising. Borrower agrees and authorizes MBI, if MBI desires, for a <br /> reasonable period of time to place a sign on the Real Estate (subject to applicable zoning ordinances and <br /> governmental approvals) advertising this financing or may otherwise refer to or describe this financing in <br /> its advertising. <br /> Section 19.13 Governing Law. This Agreement has been entered into and shall be governed by <br /> and construed in accordance with the laws of the State of Indiana, notwithstanding that Indiana conflicts <br /> of law rules might otherwise require the substantive rules of law of another jurisdiction to apply. <br /> Page 65 <br />