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Commission hereby agrees that it shall be solely liable for and shall pay for: (i) the preparation of the survey required under Section 4 hereof; (ii)the issuance of the Title Commitment required under Subsection 5(b) hereof; (iii) the premium charged for the issuance of said ALTA owner's title policy issued pursuant to said commitment; (iv) all costs of its attorney and consultants, including (without limitation) environmental consultants engaged by City related to this transaction; and (v) the Phase I environmental site report ordered by Developer (as provided in the Development Agreement). Developer hereby agrees that it shall be solely liable for and shall pay for its attorney and consultant fees and all other fees and expenses incurred by Developer to acquire the Premises not specifically allocated to Commission by this Agreement. Each party shall be responsible for its other costs and expenses in accordance with the obligations or conditions to be performed by each respective party hereto. At the time of Closing, Commission and Developer shall execute and deliver a closing statement setting forth said Purchase Price, with such closing adjustments thereto as may be applicable. 8. Environmental Matters. The Parties acknowledge they have previously entered into the Environmental Indemnity Agreement, which sets forth the Parties rights and obligations with respect to environmental conditions existing on the Premises at the time of its execution. The Parties acknowledge further that the Premises are the subject of ongoing Remediation Work (as that term is defined in the Environmental Indemnity Agreement) as a part of the Indiana Department of Environmental Management's Voluntary Remediation Program. 9. Remedies Upon Default. In the event Developer breaches or defaults under any of the terms of this Agreement, Commission shall be entitled to retain the Earnest Money Deposit as its sole remedy at law or in equity. In the event Commission breaches or defaults under any of the terms of this Agreement, Developer shall receive a refund of the Earnest Money Deposit, with accrued interest thereon and, in addition, Developer shall have the right to such other damages as may be available in law or equity, including the right to compel specific performance of this Agreement and the right to recover Developer's costs and expenses incurred in enforcing the terms and conditions of this Agreement, including but not limited to Developer's attorney fees,paralegal fees and court costs. 10: Notices. All notices, elections, requests and other communications hereunder shall be in writing and shall be deemed sufficiently given when personally delivered or when deposited in the United mail, postage prepaid, certified or registered, and addressed as follows (or to such other person, or to such other address, of which any party hereto shall have given written notice as provided herein): If to the Commission,to: South Bend Redevelopment Commission 227 W. Jefferson Blvd., Suite 1400 S. South Bend,IN 46601 Attn: President With a copy to: Office of Corporation Counsel 227 W. Jefferson Blvd., Suite 1200 S. South Bend,IN 46601 Attn: Cristal Brisco -4-