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CCs) INDEMNIFICATION AGREEMENT This Indemnification Agreement ( "Agreement') is made as of the Effective Date, and is among the City of South Bend by and through its Redevelopment Commission and Board of Public Works ( "City') and Ivy Tower Corporation ( "Seller ") and Seller's subsidiaries, divisions, shareholders, members, officers, directors, attorneys, agents, employees, spouses, relatives, heirs, successors and assigns, and any of their respective affiliates, past, present and future (collectively "Ivy Tower') (the City and Ivy Tower are collectively, "the Parties' or individually a "Party "): RECITALS WHEREAS, Seller currently owns property commonly known as 635 South Lafayette, 600 United Drive, and a vacant lot on Prairie Avenue, situated in the City of South Bend, Indiana (the "Property "); WHEREAS, the Property is adjacent to property owned by Union Station Properties, LP ( "Union Station "), and Union Station has informed the City that it desires to expand its operations onto the Property; WHEREAS, Kevin M. Smith ( "Buyer ") is the general partner of Union Station; WHEREAS, (i) on December 7, 2011, Buyer made an offer to the Seller to purchase the Property pursuant to a proposed Purchase Agreement Commercial - Industrial Real Estate (the "Offer "); (ii) the Seller accepted by the Offer on December 18, 2011 subject to Counteroffer #2 Commercial - Industrial Real Estate (Counteroffer #2 "); and (iii) the Buyer accepted Counteroffer 42 on December 18, 2011 (the Offer, as amended by Counteroffer #2, is referred to as the "Original Purchase Agreement "); WHEREAS, the Original Purchase Agreement was amended by that certain First Amendment to Purchase Agreement Dated December 18, 2011 ( "First Amendment ") between Buyer and Seller, effective July 27, 2012 (the Original Purchase Agreement, as amended by the First Amendment, is referred to as the "Purchase Agreement "): WHEREAS, it is a condition of the Seller to the Closing (as defined in the Purchase Agreement) that the City investigate and remediate Environmental Conditions (as defined herein below) at the Property, at the City's sole cost and expense; WHEREAS, the City has agreed to assist Union Station with its expansion of operations onto the Property in the City and in furtherance thereof and to induce Seller to convey the Property to Buyer the City has agreed to perform an environmental investigation and remediation of the Property of existing Environmental Conditions at the Property to meet the Indiana Department of Environmental Management requirements for no further action for an industrial property;