R2006-77 AUTHORIZING REDEVLOPMENT AGREEMENT Olde Towne Redevelopment

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property or any part thereof to be the subject of a claim or cause of action under any Environmental Laws, or the Developer's receipt of any notice in connection with the foregoing, and (iv)the Developer's discovery of any occurrence or condition on the property subject to this Agreement or any real property adjoining or in the vicinity of the Development Area and such property which could subject the Developer or such property to any restrictions on ownership, occupancy,transferability or use of such property under any Environmental Laws. (4) Indemni . The Developer(and all parties claiming rights hereunder through the Developer) hereby agrees to indemnify, defend and hold harmless the Municipality from and against any and all Transfer Environmental Losses and any and all claims and liabilities under Environmental Laws. The Developer (and all parties claiming rights hereunder through the Developer) shall pay when due any judgments or claims for damages, penalties or otherwise against the Municipality, and shall assume the burden and expense of defending all suits, administrative proceedings and resolutions of any description with all persons, political subdivisions or governmental agencies arising out of the occurrences set forth in this Section. If such payment is not made, the Municipality, at its sole discretion, may file suit against the Developer (and all parties claiming rights hereunder through the Developer) to compel such payment. All funds advanced by the Municipality concerning this Section shall bear interest at either(i)the highest rate born by the Note, if any,plus 4%per annum,or(ii)if there is no Note at a rate equal to the published prime rate in The Wall Street Journal plus 4% per annum (in either case, (i) or (ii), the "Advance Rate," which rate may change from day to day) from the date or dates paid until paid by the Developer (and all parties claiming rights hereunder through the Developer). (5) �arate Obligation. The obligations of the Developer (and all parties claiming rights hereunder through the Developer)under this Section are independent of, and shall not be measured or affected by, (i) any other amounts at any time owing pursuant to this Agreement, (ii) any other obligations of the Developer(and all parties claiming rights hereunder through the Developer) hereunder, including to holder(s) of the Note, or any other agreements delivered in connection therewith,whether they relate to compliance with Environmental Laws or the use or discharge of Hazardous Substances or otherwise, (iii) the consideration given to any party in order to acquire the property subject to this Agreement, or any portion thereof, (iv) the modification, expiration or termination of the Developer's obligations under any other document or instrument relating thereto, or (v) the discharge or repayment of any portion of any other obligations. (6) Survival. The Developer's(and all parties claiming rights hereunder through the Developer) obligations hereunder shall survive the assignment, subleasing or other transfer, encumbrancing or disposition of the property subject to this Agreement. T'he rights of the Municipality under this Section shall be in addition to any other rights and remedies of such Municipality against the Developer under any other document or instrument now or hereafter executed by the Developer, or at law or in equity (including, without limitation, any right of reimbursement or contribution pursuant to CERCLA), and shall not in any way be deemed a waiver of any of such rights. (7) ObliQations of the Developer Payable Unon Demand. All obligations of the Developer hereunder(including(A)above)shall be payable on demand, and any amount due and payable hereunder to the Municipality by the Developer(and all parties claiming rights hereunder through the Developer) which is not paid immediately after written demand therefor from the Municipality with a reasonably detailed explanation of the amounts demanded shall bear interest from the date paid at the Advance Rate.