Assignment of Indemnity Rights COSB 051426 BPW

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ASSIGNMENT OF INDEMNITY RIGHTS PAGE 2 DMS 51606605.3 costs (except to enforce the Oliver Park Indemnification), prohibiting the use, generation, processing, treatment or storage of hazardous substances at the Oliver Park Site unless in material compliance with applicable environmental laws, and prohibiting the disposal of hazardous substances into on the Oliver Park Site. From and after the Effective Date, Assignee shall be solely responsible, as between Assignor and Assignee, for compliance with the covenants and obligations applicable to the indemnitee under the Oliver Park Site Indemnification with respect to the Oliver Park Site, without limiting Assignor’s continuing indemnification obligations to the Public Entities under Section 3 herein. 3. Assignor’s Indemnification of the Public Entities. Assignor shall and does hereby indemnify the Public Entities and agrees to hold the Public Entities harmless of and from all liabilities, obligations, actions, suits, proceedings, or claims, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees, arising out of or pertaining to Assignor’s use of the Oliver Park Site during its ownership thereof, including, but not limited to, any changes in the environmental condition of the Oliver Park Site occurring as a result of or in connection with Assignor’s use, ownership, or control of the Oliver Park Site. 4. No Waiver; No Release; No Expansion of Obligations. Nothing in this Assignment shall be deemed to (i) release, waive, or diminish any rights, defenses, or protections of the Public Entities under the Original Agreement, the New Agreement, or applicable law, (ii) expand the scope or duration of any obligation of the Public Entities, or (iii) create any obligation on the part of the Public Entities not expressly set forth in the Original Agreement. 5. Recitals; Definitions; Counterparts. As amended hereby, the Agreement remains in full force and effect. The recitals set forth above are acknowledged by the parties to be true and correct and such recitals are incorporated herein by this reference. All capitalized terms used herein which are not defined herein shall have the same meanings ascribed to them in the Original Agreement, the New Agreement and this Assignment, as applicable. This First Amendment may be executed in identical counterparts and by the exchange of .PDF, DocuSign or e-mailed signatures. IN WITNESS WHEREOF, the parties have executed this Assignment of Indemnity Rights as of the Effective Date. Assignor: UPV Land, LLC, an Indiana limited liability company By: (Signature) Donald E. Nuner (Printed Name) Its: Member (Title)