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Section 1.8 Indemnity. Developer shall indemnify City and its directors, officers,
<br /> agents and employees (collectively the "Indemnified Parties") against, and hold the Indemnified
<br /> Parties harmless from, all losses, damages, suits, claims, judgments, penalties, fines, liabilities,
<br /> costs and expenses by reason of, or on account of, or in connection with the construction,
<br /> reconstruction or alteration of the Mortgaged Property, or any accident, injury, death or damage
<br /> to any person or property occurring in, on or about the Mortgaged Property or any street, drive,
<br /> sidewalk, curb or passageway adjacent thereto. The indemnity contained in this Section shall
<br /> include costs of defense of any such claim asserted against an Indemnified Party, including
<br /> attorneys' fees. The indemnity contained in this Section shall survive payment and performance
<br /> of the Obligations and satisfaction and release of this Mortgage and any foreclosure thereof or
<br /> acquisition of title by deed in lieu of foreclosure.
<br /> Section 1.9 Release. Notwithstanding anything contained in this Mortgage to the
<br /> contrary, the parties agree that this Mortgage shall be satisfied and released upon the following
<br /> events (the "Release Date"):
<br /> (a) Upon Developer obtaining a certificate of occupancy for the Project; and
<br /> (b) Developer delivering to the City a proposed form of lease between a third-
<br /> party purchaser and Sportech with a duration of at least ten(10) years.
<br /> Upon receipt of items (a) and (b) above, the Mayor and City Clerk shall execute
<br /> and deliver a Satisfaction of Mortgage in recordable form to a title company selected by the
<br /> Developer with instructions to record such Satisfaction of Mortgage upon receipt of an executed
<br /> copy of such ten(10) year lease.
<br /> ARTICLE II
<br /> REPRESENTATIONS AND WARRANTIES
<br /> Developer makes the following representations and warranties:
<br /> Section 2.1 Ownership, Liens, Compliance with Laws. Developer owns the
<br /> Mortgaged Property free from all Liens, except the Permitted Encumbrances. All applicable
<br /> zoning, environmental, land use, subdivision, building, fire, safety and health laws, statutes,
<br /> ordinances, codes, rules, regulations and requirements affecting the Mortgaged Property permit
<br /> the current use and occupancy thereof, and Developer has obtained all consents, permits and
<br /> licenses required for such use. Developer has examined and is familiar with all applicable
<br /> covenants, conditions, restrictions and reservations, and with all applicable laws, statutes,
<br /> ordinances, codes and governmental rules, regulations and requirements affecting the Mortgaged
<br /> Property, and the Mortgaged Property complies with all of the foregoing.
<br /> Section 2.2 Use. The Mortgaged Property is not homestead property nor is it
<br /> agricultural property or in agricultural use.
<br /> Section 2.3 Utilities; Services. The Mortgaged Property is serviced by all necessary
<br /> public utilities, and all such utilities are or shall be operational and have sufficient capacity.
<br /> C-6
<br /> 455958v10 SJS EL185-31
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