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ENVIRONMENTAL INDEMNITY, REMEDIATION, AND ACCESS AGREEMENT THIS ENVIRONMENTAL INDEMNITY, REMEDIATION, AND ACCESS AGREEMENT (this "Environmental Agreement ") is made and entered into by and between the South Bend Redevelopment Commission, existing and operating under the provisions of Indiana Code § 36 -7 -14, as amended (the "Commission "), The City of South Bend, Indiana (the "City "), acting through the Commission, a department of the City and Curtis Products, Inc., an Indiana corporation ( "Curtis" and, collectively with the Commission, the "Parties "). WHEREAS, the Commission and Curtis have entered into that certain Contract for Purchase and Sale, dated December 12, 2013 (the "Curtis Purchase Agreement "), in which, subject to the terms and conditions set out therein, Curtis has agreed to purchase and the Commission has agreed to sell certain improved real estate in the City of South Bend, St. Joseph County, Indiana, as more particularly described in Exhibit A attached hereto (the "Property "); WHEREAS, the Commission has furnished to Curtis the environmental reports listed on Exhibit B attached hereto (the "Environmental Reports ") indicating as stated therein that the soils and groundwater of the Property are contaminated by "Hazardous Substances" (as defined herein); WHEREAS, pursuant to an August 17, 2000 Environmental Remediation Agreement, License and Easement (the "Honeywell ERA "), former owner of the Property Honeywell International, Inc. ( "Honeywell ") has undertaken remediation of the Property through the Indiana Department of Environmental Management's ( "IDEM ") Voluntary Remediation Program ( "VRP„ ). WHEREAS, Robert Bosch Corporation ( "Bosch) purchased the Property from Honeywell pursuant to an Agreement of Sale dated August 1, 2000 (the "Honeywell Sale Agreement "); WHEREAS, the City took title to the Property on August 17, 2000 and assigned the title to the Commission on December 5, 2012. WHEREAS, Bosch and the City have entered into that certain Environmental Indemnification Agreement dated April 2, 2013 (the "Bosch Indemnification ") in which Bosch indemnifies the City against Claims relating to existing environmental contamination at the Property; WHEREAS, Curtis has obtained a phase I environmental site assessment report with respect to the Property, dated April 11, 2013, from the consulting firm of Jones Petrie Rafinski (the "JPR Environmental Report") and on April 12, 2013 filed with IDEM its application for a so- called "comfort letter" with respect to the Property (the "Curtis Application "). WHEREAS, IDEM has issued a letter to Curtis, dated August 16, 2013, that outlines Curtis' statutory liability protections under Environmental Laws (as defined in paragraph 1 below) for Existing Environmental Conditions (as defined in paragraph 2 below) (the "Comfort Letter ").