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Article X shall be binding on the Redeveloper only for such period as the Redeveloper
<br /> maintains a direct interest in the Project or Project Site or part thereof(excluding, for
<br /> example, an interest therein solely as a creditor or mortgagee), and only with respect to
<br /> such direct interest in the Project or Project Site or part thereof. Provided,
<br /> notwithstanding the foregoing,the Redeveloper shall not be liable to indemnify and hold
<br /> the City harmless from any portion of any such loss, liability, cost! or expense which
<br /> results from the negligence or willful misconduct of the City, its officials, agents, or
<br /> employees.
<br /> 8.2 City Indemnification of the Redeveloper.To the extent not prohibited by law,the City,
<br /> so long as the Redeveloper maintains a direct interest in the Project or Project Site or any
<br /> part thereof (excluding, for example, an interest therein solelyi as a creditor or
<br /> mortgagee), shall indemnify and hold harmless the Redeveloper and its directors,
<br /> officers, employees and agents from any and all claims, damages, costs, and expenses,
<br /> caused by the City of Decatur or any of its agents, contractors, officials or employees
<br /> arising from: (i) any act of negligence or willful and wanton misconduct of the City or
<br /> any of its agents,contractors,officials or employees;(ii)any breach of default on the part
<br /> 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 Redeveloper harmless from and against all costs and expensps incurred in or in
<br /> connection with any such claim arising as aforesaid or in connectionj 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 10/1-101 et seq. In addition,
<br /> neither party intends this paragraph to waive its rights to limited,liability under the
<br /> Illinois Worker's Compensation Act or Kotecki line of cases (146 Ill�d 155, 585 NE 2d
<br /> 1023 (1991)). Provided, further, notwithstanding the foregoing, the City shall not be
<br /> liable to indemnify and hold the Redeveloper harmless from any portion of any such loss,
<br /> liability, cost or expense which results from the negligence or willful misconduct of the
<br /> Redeveloper,its officials,agents,or employees.
<br /> ARTICLE IX: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
<br /> 9.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of
<br /> Construction. The Redeveloper represents and agrees that priori to the Substantial
<br /> Completion of construction of any Phase of the Project as certified by the City (in
<br /> accordance with Sections 2.9 and 2.10 hereof)the following prohibitions and restrictions
<br /> shall apply to the transfer of the Project or that phase:
<br /> 9.1.1 Prohibitions. Except only by way of security for a mortgage, deed of trust or
<br /> other facility only for the purpose of obtaining equity or debt fmancing necessary
<br /> to enable the Redeveloper to construct the Project or a phase thereof, the
<br /> Redeveloper has not made or created, and will not, prior; to the Substantial
<br /> Completion of construction of the Project or a phase thereof as certified by the
<br /> City, make or create, or suffer to be made or created, any total or partial sale,
<br /> assignment, conveyance, or lease, or any trust or power, oransfer in any other
<br /> mode or form of or with respect to the Agreement,the Projec or a phase thereof,
<br /> the Project Site or any part thereof or any interest there , or any contract
<br /> agreement to do any of the same, except for utility, supports ingress and egress
<br /> and similar easements, leases with Project tenants and sales or pre-sales
<br /> DRAFT-City of Decatur/Harrison Management Group LLC Redevelopment Agreement 13
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