Approving an Amendment - South Bend Central Development Area Dev Plan

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and contingent upon compliance with and completion of applicable statutory and administrative procedures, including, without limitation, applicable public notice and public hearing requirements, official actions by governing bodies, and any remonstrance and appeal rights; (iii) the representations of and performance of the covenants and agreements of 1st Source are subject to and contingent upon (A) approval of this Agreement by the Board of Directors of 1st Source and/or such other corporate approval as is required by the governing documents of 1st Source, and (B) the satisfaction of the conditions and contingencies set forth in this Agreement; and (iv) the representations of and performance of the covenants and agreements of Host are subject to and contingent upon (A) approval of this Agreement by the Board of Directors of Host and/or such other corporate approval as is required by the governing documents of Host, and (B) the satisfaction of the conditions and contingencies set forth in this Agreement. Each Party covenants that it shall use its best efforts to do all things lawfully within its power to take the necessary actions to effectuate the obligations contemplated hereby and otherwise implement this Agreement to the fullest extent possible in accordance with the time frames set forth herein, unless such dates are extended by mutual written consent of the Parties. SECTION 5. Existing Agreements. The Parties will pursue the amendment of any existing agreements or portions thereof that are inconsistent with the covenants and provisions set forth herein. SECTION 6. Closing Dates; Termination. (a) The Parties shall use commercially reasonable efforts to enter into the Garage Purchase Agreement and complete the sale of the Garage to the Commission by December 31, 2010. (b) The Parties agree to promptly execute and deliver such additional agreements, instruments and documents (including those specifically identified herein), provide such additional financial or technical information, hold and attend such public hearings or meetings relating to the projects contemplated herein and the additional actions required by this Agreement, and take such additional actions as may reasonably be required from time to time in order to effectuate the obligations contemplated by this Agreement. (c) The City, the Commission, 1st Source or Host may terminate this Agreement (and this Agreement shall have no force and effect and the Parties shall have no further obligations under this Agreement) immediately upon written notice to the other Parties if the actions required in this Section 6 have not been completed by December 31, 2010, unless such date is extended by mutual written consent of the Parties. SECTION 7. General. (a) The Parties agree that time is of the essence in the matters described herein. (b) The City, in good faith, shall expedite the review and approval of all required environmental, health, safety, construction and other permits, licenses, -9-