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ENVIRONMENTAL INDEMNITY AGREEMENT
<br />THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement') is
<br />made this day of March, 2009, by and among the City of South Bend (the "City").
<br />acting by and through the City of South Bend, Indiana, Redevelopment Commission
<br />("South Bend Redevelopment ~) (referred to herein as "h~demnitor"') and 3G Properties
<br />(referred to herein as "Indemnitee"').
<br />WHEREAS, the the City and/or South Bend Redevelopment are the former
<br />owners of certain real property, the legal description of which is more fully described in
<br />Exhibit A hereto (the ``Site"');
<br />WHEREAS, the Site contains historical contamination;
<br />WHEREAS, Indemnitee desires to buy from the current owner only upon the
<br />terms and conditions hereinafter set forth;
<br />WHEREAS, in order to induce Indemnitee to purchase the Site, the Indemnitor
<br />has agreed to conduct certain environmental testing of the soil at the Site and to remove
<br />and dispose of same if such soil is in excess of agreed upon environmental criteria
<br />pursuant to that certain Environmental Testing and Removal Agreement entered into by
<br />and among the Indemnitor and the Indemnitee dated even date hereof and to enter into
<br />this Agreement to provide that the Indemnitor will indemnify Indemnitee from existing
<br />contamination, if any, existing at the Site;
<br />NOW THEREFORE, for good and valuable consideration, the receipt and
<br />sufficiency of which are hereby acknowledged, the Indemnitor and Indemnitee agree as
<br />follows:
<br />1. Definitions
<br />(a.) "Disposal"' shall mean the discharge, deposit, injection, dumping, spilling or placing
<br />of Hazardous Substances (hereinafter defined) into or on the Site so that such Hazardous
<br />Substances may enter into the soil or I,noundwater on or beneath the Site.
<br />(b.) "Environmental Law" means and includes, without limitation, any federal, state, or
<br />local law, statute, code, rule, regulation or ordinance and any order, judgment or decree
<br />of any court, commission, connnittee, panel, tribunal, department or administrative body
<br />(including, without limitation, any Consent Decree and any Environmental Permits) now
<br />or thereafter enacted, regulating promulgated or issued or relating to any Hazardous
<br />Substance or pertaining to the health, industrial hygiene or the environmental or
<br />ecological conditions on, under or about the Site, including without limitation each of the
<br />following: the Comprehensive Environmental Response, Compensation and Liability Act
<br />of 1980, as amended ("CERCLA"), as amended, 42 U.S.C., ~ 9601 et seq; the Resource
<br />Conservation and Recovery Act of 1976, as amended ("RCRA"), 42 U.S.C. ~ 6901 et
<br />seq.; the Toxic Substance Control Act, as amended, 15 U.S.C. ~ 2601 et seq.; the Clean
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