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<br /> representation or warranty of this Agreement by Developer; (2) the inaccuracy of
<br /> any representation made by Developer in this Agreement; (3) any violation or
<br /> alleged violation of any Environmental Laws or environmental permits (at or
<br /> about the Premises) by Developer or Developer's employees, agents,
<br /> representatives, or contractors; (4) the existence or presence of any Hazardous
<br /> Substances, hazardous conditions, or releases in, at, on, under, near, from, or
<br /> about the Premises or any portion thereof, existing after the Closing; and (5) the
<br /> generation, transportation, transfer, storage, handling, treatment, use, or release of
<br /> any Hazardous Substances at the Premises by Developer or Developer's
<br /> employees, agents, representatives, or contractors.
<br /> b. Municipality's Indemnification. Notwithstanding anything to the contrary in this
<br /> Agreement, Municipality agrees to and does hereby indemnify, defend, and hold
<br /> harmless Developer, its managers, members, owners, agents, contractors,
<br /> employees, and representatives, and each of their successors and assigns, from
<br /> and against any and all liabilities, claiins, demands, suits, administrative
<br /> proceedings, causes of action, costs, damages, personal injuries and property
<br /> damages, losses, attorneys fees and costs of litigation and other expenses, both
<br /> known and unknown, present and future, at law or in equity (collectively,
<br /> "Developer's Losses"), arising out of, by virtue of, ar related in any way to (1) the
<br /> breach of any term, condition, representation or warranty of this Agreement by
<br /> Municipality; (2) the inaccuracy of any representation made by Municipality in
<br /> this Agreement; (3) any violation or alleged violation of any Environmental Laws
<br /> or environmental permits (at or about the Premises) by Municipality or
<br /> Municipality's employees, agents, representatives, or contractors; (4) the
<br /> existence or presence of any Hazardous Substances, hazardous conditions, or
<br /> releases in, at, on, under, near, from, or about the Premises ar any portion thereof,
<br /> existing on or prior to the Closing; and (5) the generation, transportation, transfer,
<br /> storage, handling, treatment, use, or release of any Hazardous Substances at the
<br /> Premises by Municipality or Municipality's employees, agents, representatives, or
<br /> contractors.
<br /> The parties' respective obligations under this Section 16b shall be in addition to any other
<br /> rights and remedies they tnay have under any other document or instrument now or
<br /> hereafter executed, or at law or in equity (including, without liinitation, any right of
<br /> reimbursement or contribution pursuant to CERCLA), and shall not in any way be
<br /> deemed a waiver of any such rights. The provisions of this Section 16 and the
<br /> obligations contained herein shall survive the Closing.
<br /> The parties' respective obligations under this Section 16 shall be payable on demand, and
<br /> any amount due and payable hereunder which is not paid immediately after written
<br /> demand therefore (along with a reasonably detailed explanation of the amounts
<br /> demanded) shall bear interest from the date paid at the Advance Rate.
<br /> RDLLC 20060926 vl 20
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