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the Developer on the Project Site, or any work or activity of the Developer connected to
<br /> the construction of the Project; (ii) any breach or default on the part of the Developer in
<br /> the performance of any of its obligations,terms,conditions,representations or warranties
<br /> under or in respect of this Agreement; (iii) any act of negligence or willful or wanton
<br /> misconduct of the Developer or any of its agents,contractors, servants or employees;(iv)
<br /> any violation by the Developer of any easements, conditions, restrictions, building
<br /> regulations,zoning ordinances,environmental regulations or land use regulations affecting
<br /> the Project Site or the Project;(v)any violation of Applicable Law or(vi)any violation by
<br /> the Developer of state or federal securities law in connection with the offer and sale of
<br /> interests in the Developer,its affiliates or any part of the Project. The Developer agrees to
<br /> indemnify and save the City harmless from and against all costs and expenses incurred in
<br /> or in connection with any such claim arising as aforesaid or in connection with any action
<br /> or proceeding brought thereon. In case any such claim shall be made or action brought
<br /> based upon any such claim in respect of which indemnity may be sought against the
<br /> Developer, upon receipt of notice in writing from the City setting forth the particulars of
<br /> such claim or action, the Developer shall assume the defense thereof including the
<br /> employment of counsel and the payment of all costs and expenses. The City shall have the
<br /> right to employ separate counsel in any such action and to participate in the defense thereof,
<br /> but the fees and expenses of such counsel shall be at the expense of the City. It is agreed
<br /> and understood that the aforesaid indemnities in this Article VII shall be binding on the
<br /> Developer only for such period as the Developer maintains a direct interest in the Project
<br /> or Project Site or part thereof(excluding, for example, an interest therein solely as a
<br /> creditor or mortgagee),and only with respect to such direct interest in the Project or Project
<br /> Site or part thereof. Provided, notwithstanding the foregoing,the Developer shall not be
<br /> liable to indemnify and hold the City harmless from any portion of any such loss,liability,
<br /> cost or expense which results from the negligence or willful misconduct of the City, its
<br /> officials,agents,or employees.
<br /> 7.2 City Indemnification of the Developer.
<br /> To the extent not prohibited by law,the City,so long as the Developer maintains a direct
<br /> interest in the Project or Project Site or any part thereof(excluding,for example,an interest
<br /> therein solely as a creditor or mortgagee),shall indemnify and hold harmless the Developer
<br /> and its directors,officers, employees and agents from any and all claims, damages,costs,
<br /> and expenses, caused by the City of Decatur or any of its agents,contractors,officials or
<br /> employees arising from: (i)any act of negligence or willful and wanton misconduct of the
<br /> City or any of its agents,contractors,officials or employees;(ii)any breach or default on
<br /> the part of the City in the performance of any of its obligations under or in respect of this
<br /> Agreement; or(iii) any violation of Applicable Law. The City agrees to indemnify and
<br /> save the Developer harmless from and against all costs and expenses incurred in or in
<br /> connection with any such claim arising as aforesaid or in connection with any action or
<br /> proceeding brought thereon. Notwithstanding the foregoing, the City of Decatur retains
<br /> any and all defenses and immunities provided by the Local Governmental and
<br /> Governmental Employees Tort Immunity Act, 745 ILCS 1011-101 et seq. In addition,
<br /> neither party intends this paragraph to waive its rights to limited liability under the Illinois
<br /> Worker's Compensation Act or Kotecki line of cases (146 Ill 2d 155, 585 NE 2d 1023
<br /> (1991)). Provided, further,notwithstanding the foregoing, the City shall not be liable to
<br /> indemnify and hold the Developer harmless from any portion of any such loss, liability,
<br /> cost or expense which results from the negligence or willful misconduct of the Developer,
<br /> its officials,agents,or employees.
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