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the other harmless against any claims for real estate commissions made by anyone claiming representation of such party in this transaction. Such obligations to indemnify and hold harmless shall include, without limitation, all costs and attorney's fees relating to litigation and other proceedings. Section 8. Risk of Loss. Risk of loss or damage through fire or other casualty to the Acquired Property shall be borne by Developer until delivery of deed at time of Closing, and risk of loss thereafter shall be borne by Commission. Section 9. Termination of Acquisition. In the event any of the Commission's conditions precedent to the acquisition by it of the Acquired Property is not satisfied or waived by the Commission, the Commission shall, by notice to Developer and City, declare its obligation to purchase the Acquired Property terminated. Within ten days after such termination, Developer and Commission shall meet to determine a means by which Developer may secure the benefits of tax increment financing for development of the Property. If no such agreement is reached within thirty days after such meeting, this Agreement shall terminate and shall immediately thereupon be null, void and of no further effect, except as specifically otherwise set forth herein. Section 10. Costs and Expenses. Developer hereby acknowledges and agrees that in the event that Closing shall not occur or this Agreement shall be terminated for any reason whatsoever, Developer shall reimburse the Commission and the City on demand for all expenses incurred by the Commission and the City in connection with this Agreement, the consummation of the transactions contemplated hereby and any enforcement hereof (including without limitation, legal fees and expenses, publication costs, and title search, environmental investigation, surveying, and other out-of-pocket expenses). This obligation shall survive the termination of this Agreement. Sectieh 11. Issuance of Note. The City hereby agrees to issue at Closing, its Tax Increment Anticipation Note in an amount equal to the sum of $190,000.00, which note will be in substantially the form of Exhibit C hereto, which is incorporated herein by reference (the "Note"). On issuance of the Note, Developer shall cause the Note to be purchased by a third party at such Note's full face value. The City shall donate the proceeds of the sale of the Note to the Commission, which shall use such proceeds to purchase the Acquired Property and to pay the Costs incurred herewith. The Note shall be secured by and payable solely from the funds in the Westover Subaccount of the Special Allocation Fund created pursuant to the Act by Ordinance Number , which funds will be pledged to the holder of the Note. City agrees to cause its Director of Finance to deposit STL-6313 - ? -