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Either party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. Section 11. Governing Law. The conditions, terms and provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Section 12. Construction. The Section headings are included only for convenience, and shall not be construed to modify or affect the covenants,terms or provisions of any Section. Section 13. Attorney Fees. In the event that it shall be necessary for either party to retain an attorney to enforce the obligations of the other party hereunder, the prevailing party shall be entitled to recover from the other party all reasonable attorneys' and paralegal fees and expenses incurred in connection therewith. Section 14. Assignability. This Agreement may be assigned by Grantee, only to a successor in interest as owner of the Grantee Property or to a mortgagee in possession of the Grantee Property and to no other party. The rights and obligations hereunder shall run with the land and be binding on the owners of the Grantor Property and shall benefit the owners of the Grantee Property. Grantee will not permit use of the Grantor Property, or any part thereof, except in strict compliance with the provisions of this Agreement. The provisions of this Agreement are for the benefit of and will be applicable to Grantee and its successors and assigns. Section 15. Counterparts. This Agreement may be signed in counterparts, each of which will be deemed an original, but all of which when taken together will constitute one and the same instrument. Section 16. Last Deed of Record. The most recent deed of record relative to the Grantor Property is recorded as Instrument Number in the office of the Recorder of St. Joseph County, Indiana. Section 17. Title. Grantor hereby covenants that it is the sole owner in fee simple of the Grantor Property, is lawfully seized thereof and has a good right to grant and convey the easements herein; that the Grantor Property is free from any and all liens and encumbrances, except for real estate taxes and assessments not yet due and payable; and that Grantor guarantees the quiet possession by Grantee, its successors and assigns and will warrant and defend Grantee's title to the easements herein against all claims. Grantor represents that execution and delivery of this Agreement and performance by the Grantor of its obligations pursuant to this Agreement will not violate any agreement, instrument, order,judgment, decree, permit, approval, license, law, regulation or ordinance to which Grantor is a party or by which Grantor or its assets or the Grantor Property is bound or which otherwise affect the Grantor Property. Grantor shall indemnify, defend and hold Grantee and its successors and assigns harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and any consequential damages, arising from a breach of the representations, warranties, guarantees or covenants of Grantor contained in this Agreement. Section 18. Authority. The undersigned person executing this Agreement on behalf of Grantor represents and certifies that he has been fully empowered to execute and deliver this Agreement; that Grantor has full capacity to convey the easements and the rights herein; and all (20142247.DOC) -4 -