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7. No Bankruvtcv. There are no actions, voluntary or otherwise, pending or to Landlord's knowledge threatened, against Landlord under any bankruptcy, reorganization, insolvency or similar federal or state law. 8. No MOU Default. To the best knowledge of Landlord, no party is in default under the MOU, nor is Landlord aware of any event which, with the passage of any applicable cure periods would constitute a default of any party under the MOU. 9. Completion of I" Source Improvements. The City, acting through its Department of Economic Development, has approved the completion of the 1st Source Improvements, as described in the MOU. 10. Atrium Improvements. The Atrium Improvements, as described in the MOU, which require completion are as described on Exhibit B attached to this letter agreement. 11. Agreement to Convey Fee. Upon completion of Atrium Improvements and satisfaction of the requirements of Indiana Code §3- 36- 7- 14 -22, Landlord will convey the Premises to the then - current lesseeLessee under the Ground Lease. Lessee acknowledges and agrees that upon any such conveyance, the fee title to the Premises shall be subject to and encumbered by the RBS Mortgage (as hereinafter defined). 12. RBS Mortgage. Landlord acknowledges that The Royal Bank of Scotland plc ( "RBS," and together with its successors and assigns, "Lender ") has maclewill make a mortgage loan in the original principal amount of $10,700,000.00 to Lessee to finance Lessee's acquisition of the Premises and the Improvements, and such mortgage loan iswill be secured by an assignment of the Ground Lease and a mortgage upon the ground lease estate under the Ground Lease and fee title to the improvements, together with all of Lessee's rights pursuant to the MOU to obtain fee title to the Premises as described in paragraph 11 hereof (collectively, and as the same may hereafter be amended, restated, modified and supplemented from time to time, the "RBS Mortgage "). Landlord acknowledges that the RBS Mortgage is permitted under the Ground Lease, and acknowledges and agrees that the RBS Mortgage is a "Mortgage" within the meaning of the Ground Lease for all purposes under the Ground Lease and that Lender (including, without limitation, all successors and assigns of RBS) is a "Mortgagee" within the meaning of the Ground Lease for all purposes thereunder. All certifications of Landlord herein assume that the RBS Mortgage shall be executed and recorded in accordance with Indiana law. 13. No Merger. Landlord and Lessee each agrees, that any deed conveying fee simple title to the Property to the Lessee pursuant to Section 1201 of the Ground Lease, pursuant to the MOU or otherwise shall provide that such title is subject to the leasehold estate created by the Ground Lease, and such leasehold estate shall not be merged with the fee simple title thereby conveyed without the prior written consent of Lender. 14. madified, eaneeled of terminated by agreenient of Landlerd and Lessee may not be without p tieY "'fie en "R°°°"` Rf Lender.! ` Notices. Landlord shall provide, simultaneously with its provision to Lessee, a copy of any notice of any default, breach, failure, violation or termination of the Ground Lease to Lender, and no notice of default, breach, failure, 3 Error! Unknown document property name. DOGS- #3806964 -V3