9408-03 Authorizing the issuance of Bonds to evidence a loan from the Indiana Department of Environmental Management Brown-Fields Cleanup Revolving Loan Fund

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Section 3. This Loan Agreement shall be binding upon and inure to the benefit of the IDFA, its successors and assigns,, and except as otherwise expressly provided, to all subsequent holders of the Bonds. Since the IDFA has entered into the Loan in reliance upon the Borrower and its application for the Loan, the Borrower may not assign or transfer its rights and obligations without the written consent of the IDFA. Section 4. Time and each of the terms, conditions, and covenants herein are of the essence to this Loan Agreement. Section 5. This Loan Agreement may not be changed, amended or modified orally. Any change, amendment, or modification must be in writing and signed by the parties hereto, and approved in the same manner as for this Loan Agreement. This Loan Agreement merges and supersedes all prior negotiations, representations, and agreements of any kind between the Borrower and IDFA relating in any manner to the Loan. This Loan Agreement and its attachments constitute the entire agreement between the Borrower and IDFA concerning the Loan. All Attachments mentioned herein, and all documents expressly incorporated by reference, shall together be deemed incorporated herein by reference as though fully set forth herein. Section 6. If any conflicts arise between the terms and conditions of this Loan Agreement and the terms and conditions of other Attachments or documents expressly incorporated by reference, the teens and conditions of this Loan Agreement shall control except where federal statutes or regulations are controlling. Section 7. Nothing in this Loan Agreement, whether express or implied, shall be construed to give any other person other than the Borrower and IDFA any legal or equitable right, remedy, or claim under or in respect to this Loan Agreement or the other Loan documents which are intended for the sole and exclusive benefit of the Borrower and IDFA. Section 8. Copies of this Loan Agreement may be executed separately by the parties and once executed by all parties, all such copies taken together shall constitute a single document. This Loan Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original for all purposes. Section 9. .Notwithstanding anything contained herein, neither IDFA nor the Borrower shall be deemed to be a partner or joint venture of the other. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. The parties will not assume any liability for any injury, including death, to any persons, or any damage to any property arising out of the acts or omissions of agents, employees, or subcontractors of the other parties. Section 10. This Loan Agreement may be terminated by IDFA at any time with cause upon thirty (30) days' written notice. This Loan Agreement may also be cancelled pursuant to Article VIII, Section 14, of this Agreement. Upon such termination, the IDFA shall not have any further obligation to disburse Loan funds hereunder. However, this shall not cause all amounts payable under the Bonds to be immediately due and payable. Instead, the Borrower shall make payments as they otherwise come due under the Bonds. Section 11. All notices and correspondence pursuant to this Loan Agreement shall be made to the addresses of the parties hereto as follows: -11-