6.B.(5) Real Estate Purcahse and Site Work Agreement

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loans or grants, including without limitation, loans or grants from EPA or IDEM, for use at the Prairie Avenue Site. The Public Entities further release Company and UPV from any liability to the Public Entities with regard to the presence of any contamination at the Prairie Avenue Site as of the date of closing, and agrees that the Public Entities will not initiate, prosecute, or assert any claim or suit against Company or UPV for any such contamination, except as may be necessary to assert, and solely for the purpose of asserting, a claim against Company's or UPV's insurance policies. In any such case, the Public Entities shall not seek to recover from Company or UPV any portion of any judgment against Company or UPV, or its carriers, and the Public Entities hereby explicitly waive any right to do so. (B) Oliver Park Site, South Bend has informed the Company that there exists certain soil and groundwater contamination at the Oliver Park site to be purchased by Company. The Public Entities hereby agree to indemnify, defend and hold harmless Company fi-om and against any and all claims, suits, damages, costs, expenses, fees, and liability of- any kind whatsoever relating to or arising from the presence of contamination on the Oliver Park Site existing as of the date of closing. "fhe parties intend that the Public Entities' agreement to indemnify, defend and hold harmless shall be applicable to the Company's successors and assigns, shall run with the land and shall be evidenced in a separate document to be recorded with the deed in the form of Exhibit P attached hereto. Post-Closing Covenants. (A) As additional consideration for the transactions contemplated herein, Company covenants and agrees that it will not (and will cause its transferee of the Oliver Park Site, if any, to not) seek or otherwise apply for Real Property Tax Abatement on the initial construction of improvements to the Oliver Park Site, including Company's (or its designee's) anticipated construction of an approximately 36,000 square foot industrial and office building for UPV's operations. (B) At no cost to the Company, at such time as Company notifies Public Entities of the Company's need, Public Entities will provide so much of~ crushed stone as needed by the Company to be delivered to the Oliver Park Site as a base for the area to he asphalted. It is the parties' intention that initially the pile of crushed stone located al the stamping plant at Cotter be used to satisfy this need. The Public Entities will supply so much of that existing pile as is necessary. If that pile is not sufficient and the Company needs additional crushed stone for the base for the asphalting, the Company will initially he responsible frn- the securing, purchasing and trucking of such additional crushed stone to the Oliver Park Site. Prior to the Company purchasing and delivering such additional crushed stone to the Site, the Company and Public F,ntities REAL. Es"rA"i'E PURCHASE AND SITE WORK AGREL:MEN"1' PAGE 7