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• I X
<br /> liabilities, demands, suits, administrative proceedings, causes of action, costs, damages,
<br /> personal injuries and properiy damages, losses, attorneys fees and costs of litigation and
<br /> other expenses, both known and unknown, present and future, at law or in equity by or on
<br /> behalf of any person, firm or corporation arising from (i) the Redeveloper's operation or
<br /> management of the Project, or from any work or thing done by the Redeveloper on the
<br /> Project Site, or any work or activity of the Redeveloper connected to the construction of
<br /> the Project; (ii) any breach or default on the part of the Redeveloper in the performance
<br /> of any of its obligations, terms, conditions, representations or warranties under or in
<br /> respect of this Agreement; (iii) any act of negligence or willful or wanton misconduct of
<br /> the Redeveloper or any of its agents, contractors, servants or employees; (iv) any
<br /> violation by the Redeveloper of any easements, conditions, restrictions, building
<br /> regulations, zoning ordinances, environmental regulations or land use regulations
<br /> affecting the Project Site or the Project; (v) any violation of Applicable Law or (vi) any
<br /> violation by the Redeveloper of state or federal securities law in connection with the offer
<br /> and sale of interests in the Redeveloper, its affiliates or any part of the Project. The
<br /> Redeveloper agrees to indemnify and save the City harmless from and against all costs
<br /> and expenses incurred in or in connection with any such claim arising as aforesaid or in
<br /> connection with any action or proceeding brought thereon. In case any such claim shall
<br /> be made or action brought based upon any such claim in respect of which indemnity may
<br /> be sought against the Redeveloper, upon receipt of notice in writing from the City setting
<br /> forth the particulars of such claim or action, the Redeveloper shall assume the defense
<br /> thereof including the employment of counsel and the payment of all costs and expenses.
<br /> The City shall have the right to employ separate counsel in any such action and to
<br /> participate in the defense thereof, but the fees and expenses of such counsel shall be at
<br /> the expense of the City. It is agreed and understood that the aforesaid indemnities in this
<br /> 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 thereo£ Provided,
<br /> notwithstanding the faregoing, 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 solely 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 or 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 hartnless 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 10/1-101 et seq. In addition,
<br /> neither party intends this paragraph to waive its rights to limited liability under the
<br /> City of Decatur/Slumberland Redevelopment Agreement 13
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