Project Agreement - University of Notre Dame du Lac and FREG Stephenson Mill Assoc.

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Colorado limited liability company ("FREG Central Hi fit") in the real property and improvements comprising the exclusive and perpetual easement in and option to purchase of Parcel 2 of 330 W. Colfax, South Bend, Indiana, consisting of approximately 2.247 acres, and more particularly described and depicted on Exbibit C attached hereto ("Parcel 2 of Central, l f islll"); all in accordance with the terms and conditions of this Agreement. 2) CONVEYANCE; CLOSING A. Exhibit A-3 to this Agreement is the proposed Replat for the parcels adjacent to the Property, which such Replat has been approved by the Parties to this Agreement. The City further represents and warrants that Wharf Partners, LLC, an Indiana limited liability company ("Wharf Partners"), and owner of Lots 1-3 of the Cascade Minor Subdivision, has approved the Replat. Notwithstanding the foregoing approval of the Replat, the Parties understand the same remain subject to the final review and approval by FREG Stephenson's lender (" FRbG"s Lender""). B. After final approval of this Agreement (including, without limitation, the Replat and the Easement Termination Agreement [as defined below]) by FREG's Lender ("Lender Approval"), and the filing of the Replat, at the Closing (as defined below), the University shall pay FREG Stephenson the sum of $500,000 (the "Purchase ase Price") as consideration of the Replat and the termination of FREG Stephenson's right, title and interest in and to the Released Parcels. The Replat requires review and approval ("Replat Approval") from the plat committee of the Area Plan Commission of St Joseph County ("APC"). C. Both the Released Parcels and the Property contain certain easements and easement rights for Wharf Partners to use portions of the same for parking and access. The neighboring lot owned by Wharf Partners also contains certain easement and easement rights for FREG Stephenson to use portions of the same for parking and access. The City shall cause all of the foregoing easements and easement rights to be terminated promptly after the recording of the Replat. The City shall also cause the easements and easement rights related to Parcel 2 of Central High to be recorded concurrent with the Closing. Such terminations shall be documented by the applicable form of easement termination agreement set forth on [as h bit D attached hereto (the "basement `l"ennination A greernent"). The City shall obtain any consent, signature or other necessary approval of the Wharf Partners to the Replat and the applicable Easement Termination Agreement. Notwithstanding the foregoing, the Replat shall continue to contain a shared, perpetual, non-exclusive, ingress and egress easement over a portion of Lot 1 of the Seitz Park Subdivision for both FREG Stephenson and Wharf Partners, and their respective successors, assigns, tenants, visitors, occupants and guests to use the same. Such shared, perpetual, non-exclusive ingress and egress easement (including the maintenance, repair and snow removal obligations related to the same, which shall be the sole obligation of the City) shall be documented on the Replat. D. Notwithstanding any other provision contained herein, express or implied to the contrary, FREG makes no representations or warranties with respect to the physical condition or any other aspect of the Released Parcels, including, without limitation, (i) the conformity of the Released Parcels to past, current or future applicable zoning, building, subdivision, land use, health, safety, 2