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8.9 Superseding Effect. This City Loan Agreement, the Loan Documents, the
<br />Development Agreement, and the Purchase Agreement constitute the entire agreement between the City
<br />and Developer with respect to the matters addressed in those agreements and documents, and those
<br />agreements and documents supersede and replace any prior agreements, either oral or written, with
<br />respect to those matters.
<br />8.10 Indemnification. The Developer hereby agrees to defend, protect, indemnify and
<br />hold harmless City and its affiliates and the directors, officers, employees of the City and its affiliates
<br />(each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the
<br />"Indemnitees") from and against any and all claims, actions, damages, liabilities, judgments, costs and
<br />expenses (including all reasonable fees and disbursements of counsel which may be incurred in the
<br />investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee,
<br />whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or
<br />regulations (including securities laws, environmental laws, commercial laws and regulations), under
<br />common law or on equitable cause, or on contract or otherwise:
<br />a. by reason of, relating to or in connection with the execution, delivery,
<br />performance or enforcement of any Loan Document, any commitments relating thereto, or any
<br />transaction contemplated thereby; or
<br />b. by reason by, relating to or in connection with any credit extended or
<br />used under anv Loan Document or anv act done or omitted by anv Person, or the exercise of anv
<br />rights or remedies thereunder, including the acquisition of any collateral by the City by way of
<br />foreclosure of the lien thereon, deed or bill of sale in lieu of such foreclosure or otherwise;
<br />provided, however, that the Developer shall not be liable to any Indemnitee for any portion of such
<br />claims, damages, liabilities and expenses resulting from such Indemnitee's gross negligence or willful
<br />misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or
<br />consequence referred to herein, it shall be enforceable to the full extent permitted by law.
<br />The indemnification provisions set forth above shall be in addition to any liability the
<br />Developer may otherwise have. Without prejudice to the survival of any other obligation of the
<br />Developer hereunder, the indemnities and obligations of the Developer contained in this Section 9.9 shall
<br />survive the payment in full of the sums outstanding on the Note.
<br />8.11 Developer Acknowledgments. The Developer hereby acknowledges that (a) it
<br />has been advised by counsel in the negotiation, execution and delivery of this City Loan Agreement and
<br />the other Loan Documents, (b) the City has no fiduciary relationship to the Developer, the relationship
<br />between the Developer and the City being solely that of debtor and creditor, (c) no joint venture exists
<br />between the Developer and the City, and (d) the City undertakes no responsibility to the Developer to
<br />review or inform the Developer of any matter in connection with any phase of the business or operations
<br />of the Developer and the Developer shall rely entirely upon its own judgment with respect to its business,
<br />and any review, inspection or supervision of, or information supplied to, the Developer by the City is for
<br />the protection of the City and neither the Developer nor any third party is entitled to rely thereon.
<br />8.12 Time of Essence. The parties' timely performance of each of the obligations set
<br />forth in this City Loan Agreement is an essential term of this City Loan Agreement.
<br />8.13 Survival. The City and the Developer intend that the terms of this City Loan
<br />Agreement shall survive the parties' execution of the Development Agreement, Purchase Agreement, the
<br />deeds and other documents referenced in the Purchase Agreement, the Loan Documents and none of the
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<br />2701692v4
<br />11/18/10
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