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ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the "Agreement ") is made and entered into by and between the City of South Bend, through its Board of Public Works (the "City "), and Robert Bosch LLC, as successor to Robert Bosch Corporation, a corporation existing under the laws of the State of Delaware ( "Bosch ") (collectively, the "Parties ") on the date that the Agreement has been fully executed below. WHEREAS, Bosch negotiated an agreement to purchase certain improved real estate in South Bend, St. Joseph County, Indiana, as more particularly described in Schedule A attached hereto (the "Property ") from Honeywell International, Inc. (formerly known as Allied Signal, Inc.) ( "Honeywell ") pursuant to an Agreement of Sale dated August 1, 2000 (the "Agreement of Sale "); WHEREAS, in connection with the Agreement of Sale, Bosch and Honeywell entered into an Environmental Remediation Agreement, License and Easement dated August 17, 2000 ( "Remediation Agreement "). The Remediation Agreement recognized the existence of environmental contamination at the Property, imposed certain institutional controls, engineering controls, deed restrictions on use of the Property, provided certain rights of Honeywell, and recognized Honeywell's obligation to continue remediation of the contamination through the Indiana Department of Environmental Management's ( "IDEM ") Voluntary Remediation Program ( "VRP "). The Remediation Agreement also provided cross - indemnifications between Honeywell and Bosch relating to known contamination and potential future releases; WHEREAS, on August 17, 2000, the City entered into and signed an Assignment and Assumption Agreement between it and Bosch under which it assumed all of Bosch's obligations under the Agreement of Sale, Remediation Agreement and an Ingress, Egress and Maintenance Easement Agreement ( "Easement Agreement "), subject to the proviso that such assumption would not release Bosch or Honeywell from their respective obligations under those agreements; WHEREAS, Bosch assigned to the City, the Agreement of Sale, the Remediation Agreement and Easement Agreement, without ever exercising its right to purchase the Property and the City exercised its rights as Purchaser under the Agreement of Sale and Buyer under the Remediation Agreement; WHEREAS, Bosch and the City entered in an Agreement for the Use and Rehabilitation of Real Property dated August 17, 2000, as amended by that certain First Amendment dated June 20, 2001 (collectively, the "Rehabilitation Agreement "). The Rehabilitation Agreement provided that Bosch would assign and the City would accept assignment of the Agreement of Sale and that the City would thereafter lease the Property to Bosch. In exchange, the City invested funds, provided training grants, and made available other incentives to assist Bosch in its operations at the Property; WHEREAS, the City leased the Property to Bosch pursuant to a Real Property Lease Agreement dated August 17, 2000 (the "Lease Agreement "). The Rehabilitation Agreement and