Agenda - Council - 09/27/2011 - Special

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HRA and its affiliates (each of the foregoing being an " Indemnitee" and all of the foregoing being collectively the "Indemnitees ") from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, or any transaction contemplated thereby; or (b) by reason by, relating to or in connection with any credit extended or used under any Loan Document or any act done or omitted by any Person, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the HRA by way of foreclosure of the lien thereon, deed or bill of sale in lieu of such foreclosure or otherwise; provided, however, that the Developer shall not be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee's gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. The indemnification provisions set forth above shall be in addition to any liability the Developer may otherwise have. Without prejudice to the survival of any other obligation of the Developer hereunder, the indemnities and obligations of the Developer contained in this Section 8.10 shall survive the payment in full of the sums outstanding on the Notes. Section 8.11 Developer Acknowledgments. The Developer hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Loan Agreement and the other Loan Documents, (b) the HRA has no fiduciary relationship to the Developer, the relationship between the Developer and the HRA being solely that of debtor and creditor, (c) no joint venture exists between the Developer and the HRA, and (d) the HRA undertakes no responsibility to the Developer to review or inform the Developer of any matter in connection with any phase of the business or operations of the Developer and the Developer shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, the Developer by the HRA is for the protection of the HRA and neither the Developer nor any third party is entitled to rely thereon. Section 8.12 Time of Essence. The parties' timely performance of each of the obligations set forth in this Loan Agreement is an essential term of this Loan Agreement. Section 8.13 Survival. The HRA and the Developer intend that the terms of this Loan Agreement shall survive the parties' execution of the Development Agreement, Purchase Agreement, the deeds and other documents referenced in the Purchase Agreement, the Loan 2695614v12 A -17