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(c 4Cz� MUTUAL TERMINATION AND RELEASE OF DEVELOPMENT AGREEMENT This Mutual Termination and Release of Development Agreement (the "Termination Agreement") is executed this day of November, 2014, by and between Great Lakes Capital Development, LLC, an Indiana limited liability company ("Developer") and the South Bend Redevelopment Commission, governing body of the South Bend Department of Redevelopment ("Commission"). The Commission and Developer may herein each be referred to as a "Party" or collectively as the "Parties." Recitals 1. Commission and Developer entered into that certain Development Agreement dated December 12, 2013 (the "Project Agreement"), for premises located as described in Exhibit A in South Bend, Indiana ("LaSalle Property"). 2. Commission and Developer desire to terminate the Development Agreement upon and subject to the terms and conditions provided herein. 3. All terms used in this Termination Agreement with initial capital letters and not otherwise defined herein shall have the respective meanings ascribed to them in the Development Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows: 1. Termination of Development Agreement and Option. The Development Agreement shall be cancelled and terminated as of midnight on the Termination Date (as defined below), and neither party shall have any continuing rights or obligations under the Development Agreement from and after the Termination Date. In addition (without limiting the foregoing), the Option to purchase the Support Parcel set forth in Section 6.2 of the Development Agreement and any other rights or interests of Developer, including but not limited to any express or implied license or right of entry by Developer in the LaSalle Property or any other property owned by the Commission associated with the project contemplated in the Development Agreement shall terminate as of the Termination Date. 2. Commission's Release. Commission hereby releases and discharges Developer as of the Termination Date from any and all liability and obligations of Developer to Commission under or arising from the Development Agreement, excepting the obligation of Developer to fulfill the terms and conditions of the Termination Agreement. This release shall be deemed to constitute a release by Commission of the Developer and Developer's agents, contractors and employees from any and all liability, in contract or in tort, at law or in equity, and shall apply to any and all claims that Commission might have against Developer in any manner arising at any time (in the past, present or future, known or unknown) related to the Development Agreement or the LaSalle Property, except as expressly provided to the contrary in this Termination Agreement. US.55128899.02