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<br />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 />
<br />(a)Upon Developer obtaining a certificate of occupancy for the Project; and
<br />
<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
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<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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