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provide a copy to the City. The City may, at its option, acquire the property pursuant to such agreement. To the extent the City incurs any costs, expenses, damages, claims, awards or other liabilities or obligations which would not have been incurred but for the failure of the Developer to include the foregoing provisions in such purchase agreement, the total amount of such costs, expenses, etc. shall be deducted from Reimbursable Development Costs (thereby reducing the Reimbursable Development Costs which would otherwise be payable to the Developer under and pursuant to the Tax Increment Note). (c) The City's obligation to acquire the Development Property is subject to satisfaction of the following conditions precedent: (i) No Event of Default shall have occurred and be continuing under this Agreement; (ii) Simultaneous with execution of this Agreement (or such later date as may be approved in writing by the City), the Developer shall provide to the City a $525,000 irrevocable letter of credit in the form attached hereto as Exhibit E from an issuer satisfactory to the City; (iii) Receipt of an opinion of counsel to the Developer in the form attached hereto as Exhibit F; and (iv) Receipt by the City from the Developer on or before September 1, 1999, of written notice that the investigations and due diligence to be performed by the Developer as provided in subsection (d) below is satisfactory to the Developer and that the Developer will, without condition or requirement, accept title to the Development Property if acquired by the City. Failure of the Developer to give such notice on or before such date shall be deemed to be notice that the Developer elects not to proceed with the Project and the City shall thereafter have no obligation to acquire the Development Property and this Agreement shall be terminated in accordance with Article V hereof. Upon the request of the Developer, the City will confirm in writing whether or not the foregoing conditions precedent have been satisfied. (d) Prior to September 1, 1999, Developer shall perform all due diligence relating to the Development Property, including such inspections, investigations, surveys, testing and studies as the Developer deems necessary to satisfy itself regarding the status of title, environmental conditions and soil and subsoil conditions and the suitability of the Development Property for Developer's intended use. The City will cooperate with 1058683.RED V5 to V4; 7/14/99 11 PAGE 28