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201302678 current and shall be prorated as of the date of Closing. The costs of Closing and title shall be split equally between Developer and Owner at closing. 5. Termination. The Repurchase Option will terminate either as described in Section 2. "Repurchase Option Expiration," or through Owner's completed construction of the Building. Upon termination of the option to purchase, Developer agrees to duly execute and deliver freely, without charge, to Owner a release (properly executed, acknowledged and in recordable form) of such option right in any interest of Developer in the Property arising out of such terminated option right. 6. Binding Effect. Subject to the provisions hereof regarding assignment, this Agreement shall be binding upon and inure to the benefit of the Owner of the Property and the Developer and their respective successors and assigns. 7. Amendment. Neither this Agreement nor any term or provisions hereof may be changed, waived, discharged, amended or modified orally, or in any manner other than by an instrument in writing signed by the Parties hereto. 8. Costs and Attorneys' Fees. If any party hereto shall bring any suit or other action against another for relief, declaration or otherwise, arising out of this Agreement, the losing party shall indemnify the prevailing party for all of its reasonable costs and expenses, including such sum as the court may determine to be reasonable attorneys' fees. 9. Time. Time is of the essence with respect to each option term. 10. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nebraska, without giving effect to principles and provisions thereof relating to conflict or choice of laws. Venue for any action under this Agreement shall lie in Nebraska. 11. Documents. Each party to this Agreement shall perform any and all acts and execute and deliver any and all documents as may be necessary and proper under the circumstances in order to accomplish the intents and purposes of this Agreement and to carry out its provisions. 12. Entire Agreement. This Agreement (and any attached exhibits) contains the entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and there are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein. Any and all prior discussion, negotiations, commitments and understandings relating thereto are merged herein. There are no conditions precedent to the effectiveness of this Agreement other than as stated herein, and there are no related collateral agreements existing between the Parties that are not referenced herein. This Agreement shall be filed of record. 13. Severability. In the event any term or provision of this Agreement is determined by an appropriate judicial authority to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability shall not affect the remaining provisions of this 3