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5. TRANSACTION STRUCTURE. Purchaser and Seller agree to cooperate in good faith in establishing a transaction structure suitable to facilitate a New Market Tax Credits transaction, and /or any other financial or tax incentive structures that may be required to capture the necessary financial and tax incentives for the anticipated redevelopment of the Property. 6. LOCAL INCENTIVES. Seller agrees to assist Purchaser in applying for all available financial and /or tax incentives necessary to fill the financial gap in the proposed redevelopment. 7. PRORATIONS AT CLOSING. All taxes and assessments, including but not limited to any and all special assessments, even if payable in installments after closing, which have become a lien upon the land, whether recorded or unrecorded, at the date of this agreement shall be paid by the Seller. Current taxes, if any, shall be prorated and adjusted upon information obtained from the Tax Assessor or Tax Collector's office. 8. RISK OF LOSS. If the property is destroyed or materially damaged between the date hereof and the closing, and Seller is unable or unwilling to restore it to its previous condition prior to closing, Purchaser will have the option of canceling this Agreement and receive back the earnest money, or accepting the property in its then condition. If Purchaser elects to accept the property in its damaged condition, such acceptance shall be "AS IS" and Seller shall have no further responsibility with respect to the condition of the property. 9. CLOSING FEES. Any closing fees charged for services rendered by a bank or escrow company shall be paid by the Seller except where the payment of same shall be prohibited by law, in which case, such fee shall be paid by the Purchaser. Seller's attorney fees, all conveyance taxes and /or transfer taxes, if any, imposed by the County of St. Joseph, State of Indiana, or any other governmental authority, in respect to the sale or transfer of the Property to Purchaser shall be paid by Seller not later than closing. 10. CONDITIONS PRECEDENT. Purchaser's obligations under this Agreement are conditioned upon the satisfaction of each of the following conditions: (i) Purchaser's satisfaction as to the condition of the Property after inspection during the Inspection Period, including, but not limited to, the availability of storm, sewer, and all public utilities. (ii) Purchaser's satisfaction with zoning restrictions. (iii) Purchaser's receipt of site development plan approval. (iv) Purchaser's satisfaction as to the condition of title to the Property. 2