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Agreement will not violate any agreement, instrument, order,judgment, decree, permit, approval, license, law, regulation or ordinance to which Grantor is a party or by which Grantor or its assets or the Grantor Property is bound or which otherwise affect the Grantor Property. Grantor shall indemnify, defend and hold Grantee and its successors and assigns harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and any consequential damages, arising from a breach of the representations, warranties, guarantees or covenants of Grantor contained in this Agreement. Section 19. Authority. The undersigned person executing this Agreement on behalf of Grantor represents and certifies that he has been fully empowered to execute and deliver this Agreement; that Grantor has full capacity to convey the easements and the rights herein; and all necessary action for the making of such conveyance has been taken and done. The undersigned person executing this Agreement on behalf of Grantee represents and certifies that he has been fully empowered to execute and deliver this Agreement; and that Grantee has full capacity to convey the easements and the rights herein; and all necessary action for the making of such conveyance has been taken and done. Section 20. Amendment. No amendments, modifications or revisions shall be made to this Agreement without the prior written consent of both Grantor and Grantee, and without the prior written consent of The South Bend Redevelopment Commission (the "City") for so long as the City holds a purchase option with respect to the Grantor Property pursuant to that certain Option Agreement dated September , 2014, by and between Grantor and the City. Section 21. Termination. Grantee may terminate this Agreement and all rights of Grantee hereunder upon thirty(30) days written notice. Section 22. Recitals. The recitals set forth above and the exhibits attached hereto are hereby incorporated herein. Section 23. No Waiver. No waiver of any default of any obligation by any party will be implied from the failure of the other party to take any action with respect to a default. Section 24. No Agency. Nothing in this Agreement will be deemed or construed by either party or by any third person to create the relationship of principal and agent or of limited or general partners or of joint ventures or of any other association between the parties or between any party or third party. Section 25. Grantee's Acceptance. The grantee of either the Grantor Property or the Grantee Property or any portion thereof, by acceptance of a deed conveying title to such property or acceptance of a lease for such property, whether from an original party or from a subsequent owner, will accept the deed or lease subject to this Agreement. By acceptance, such grantee and its successors and assigns agree to assume the burdens and obligations of this Agreement and comply with the terms of this Agreement. Section 26. Parking Garage. Notwithstanding the foregoing, Grantor, or its successors and/or assigns, shall have the right to develop a multi-story parking garage on the Grantor Property at its sole cost and expense (the "Garage"). In the event Grantor, or its successors and/or assigns, does construct the Garage, Grantor, or its successors and/or assigns, shall (i)upon {20142245.DOC} - 5 -