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2707737v7 <br />12/17/10 <br />To Buyer: <br />22. Miscellaneous. <br />F &C Ramsey, LLC <br />8900 Keystone Crossing # 1200 <br />Indianapolis, IN 46240 <br />Attn: David M. Flaherty <br />Telephone: (317) 816 -9300 <br />Fax: (317) 816 -9301 <br />E -Mail: dflaherty@flahertycollins.com <br />With a copy to: Barnes & Thornburg <br />11 S. Meridian St. <br />Indianapolis, IN 46204 <br />Attn: Stephen Lee <br />Telephone: (317) 231 -7200 <br />Fax: (317) 231 -7433 <br />E -mail: stephen.lee @BTLaw.com <br />a. Entire Agreement. This Agreement the Development Agreement and the <br />other Agreements referenced in the Development Agreement embody the entire <br />agreement between the Parties and cannot be varied, except by the written agreement of <br />the parties. This Agreement supersedes all prior and contemporaneous negotiations, <br />understandings and agreements, written or oral, between the parties other than the <br />Development Agreement. <br />b. Attorneys' Fees Costs; Venue. If any legal action is commenced by any <br />party to enforce any provision of this Agreement, the losing party will pay to the <br />prevailing party all actual expenses, including reasonable costs and attorney's fees, <br />incurred by the prevailing party. The prevailing party is the party who receives <br />substantially the relief sought, whether by judgment, summary judgment, dismissal, <br />settlement or otherwise. Venue is proper in the county in which the Property is located. <br />c. Counterparts. This Agreement may be executed in several original <br />counterparts, each of which and all together will constitute this Agreement in its entirety. <br />A counterpart of this Agreement or any amendment thereto executed by a party and <br />delivered to the other party via telecopier will be construed as a legally binding signature. <br />Without delay, the sending party should deliver an original, signed counterpart to the <br />other party. <br />d. Headings. The headings contained in this Agreement are for reference <br />purposes only and do not in any way affect the meaning or interpretation hereof. <br />e. Exhibits. The Exhibits attached to this Agreement are incorporated into <br />and are a part of this Agreement. <br />f. Dates. Time is of the essence with respect to this Agreement. If the final <br />day of a period or date of performance under this Agreement falls on a Saturday, Sunday <br />-16- <br />