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2. Environmental Indemnification . The Commission agrees to release, indemnify
<br />and hold harmless DRNI against and in respect of any and all damages, claims, losses,
<br />liabilities and expenses, including without limitation legal fees and environmental consulting or
<br />sampling fees or expenses (the "Environmental Costs ") which may be imposed upon, incurred
<br />by or asserted against DRNI pursuant to the requirements of any governmental authority,
<br />including but not limited to the IDEM and the United States Environmental Protection Agency,
<br />or any unrelated third party, arising out of, in connection with or relating to the Existing
<br />Environmental Conditions described in paragraph 1 above, or any other environmental
<br />condition, known or unknown, existing at the Property on or before the date of Closing as
<br />defined in the Purchase Agreement, including without limitation, the Environmental Costs
<br />which may be imposed upon, incurred by or asserted against DRNI in relation to the movement,
<br />excavation, handling, storage, and/or disposal of contaminated soils and/or groundwater
<br />removed from the Property or relocated on the Property as a result of the Existing
<br />Environmental Conditions. The Commission shall have the right to review and approve any
<br />and all activities or plans that may result in such Environmental Costs in order to minimize such
<br />Environmental Costs, provided that if the Commission objects to any such activities, plans or
<br />Costs, the Commission shall propose an alternative that is consistent with: a) applicable federal
<br />and Indiana laws, including without limitation, implementing regulations and guidance; and b)
<br />DRNI's redevelopment and use of the Property. The Commission's review of activities and
<br />plans that may result in Environmental Costs shall not exceed fifteen (15) business days and
<br />approval shall not be unreasonably withheld.
<br />3. Environmental Indemnification to Run with the Property in Perpetuity. The
<br />indemnification in Paragraph 2, above, shall run with the Property in perpetuity and shall inure
<br />to the benefit of DRNI and all future owners of the Property or any interest therein and their
<br />respective successors, assigns, parents, affiliates, mortgagees, or lessees ( "Indemnitees "),
<br />except to the extent that any such Indemnitee causes or contributes to any environmental
<br />condition at or from the Property or exacerbates any Existing Environmental Condition, unless
<br />exacerbation of Existing Environmental Conditions results from pre - construction or
<br />construction activities, including without limitation, activities related to the movement,
<br />excavation, handling, storage and/or disposal of contaminated soils and/or groundwater
<br />removed from the Property or relocated on the Property as a result of the Existing
<br />Environmental Conditions in which case the indemnification provided in Paragraph 2, above,
<br />continues to apply.
<br />4. Waiver of Commission Defenses Based on Language in the Purchase AUeement.
<br />The Commission expressly waives any legal defenses, either in law or equity, based on
<br />language in paragraph 6(a) of the Purchase Agreement, including without limitation, language
<br />characterizing purchase of the Property "AS IS WHERE IS ", without any representations or
<br />warranties as to the condition of the Property or stating that neither party is indemnifying the
<br />other regarding condition of the Property.
<br />5. Waiver of Commission Defenses Based on DRNI Knowledge of Environmental
<br />Defects at the Property. The Commission expressly waives any legal defenses, either in law or
<br />equity, based on DRNI's actual or constructive knowledge of the existence or potential
<br />existence of environmental defects on, at, or under the Property.
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