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Section 2 — Termination of Lease The leased premises consist of the land described in Schedule A ( "Land "), Building 100, approximately 284,304 square feet at 401 North Bendix Drive ( "Building 100 "), Building 101, approximately 78,812 square feet located across the street from Building 100 ( "Building 101 ") and a guard building at the entrance to the leased premises, approximately 1,130 square feet ( "Guard Building "). Building 100, Building 101, and the Guard Building are collectively referred to as the "Buildings ". The Land and Buildings are collectively referred to as the "Premises ". a. Termination: The Lease Agreement shall terminate effective at 11:59 PM Eastern Standard Time, December 31, 2012 without any further action by either Party. b. Transfer of Certain Personal Property to City: In consideration for the other terms and conditions contained herein, Bosch hereby assigns and transfers to the City the personal property identified on Schedule B. The City hereby accepts such assignment and all rights and liabilities attendant thereto arising after the transfer of such personal property. C. Release & Hold Harmless: Except for Bosch's Continuing Obligations and the City's Continuing Obligations set forth in Sections 3 and 4 below and Bosch's right of offset set forth in Section 6 below, Bosch and the City shall each be released from all of their respective obligations under the Lease Agreement and the Rehabilitation Agreement. Each of the Parties hereby covenants not to sue the other with respect to any claims whether known or unknown arising out of the Lease Agreement and the Rehabilitation Agreement. Section 3 — Incentive Aereements Obligations & Continuine Obligations of Bosch a. Incentive Agreement Obligations: Payment of Lease Termination Penalty: The Parties agree that the amount Bosch owes to the City under Section 8(e) of the Rehabilitation Agreement for a lease termination penalty is $1,327,083.33. Bosch will pay the Lease Termination Penalty on or before the Effective Date. ii. Payment of Repayment Amount: The Parties agree that the amount Bosch owes to the City under Section 8(c) of the Rehabilitation Agreement as repayment for improvements funded by the City is $746,071.71 (the "Repayment Amount "). Bosch will pay the Repayment Amount on or before the Effective Date. iii. Indiana Development Finance Authority Loan ( "IDFA Loan"): The Parties agree that the remaining balance on the IDFA Loan as of December 31, 2012 is $538,508.13, that the IDFA Loan does not contain any provision allowing the City to demand payment in full upon termination of the Lease, and that neither Bosch nor the City can locate the note for the IDFA Loan. Based on the foregoing, the Parties agree that