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approval all instruments and other documents <br />involved in effecting the transfer of any <br />interest in this Agreement or the Development <br />Property. <br />(c) [Prior consent to assignment to "Bank" if <br />obligations of Agreement are assumed]. (?) <br />Section 4.2. Release and Indemnification Covenants. <br />(a) The Developer releases from and covenants and agrees that <br />the Authority and the governing body members, officers, agents, <br />including its independent contractors, consultants and legal <br />counsel, servants and employees thereof (hereinafter, for purposes <br />of this Section, collectively the "Indemnified Parties") shall not <br />be liable for and agrees to indemnify and hold harmless the <br />Indemnified Parties against any loss or damage to property or any <br />injury to or death of any person occurring at or about or resulting <br />from any defect in the Improvements, except that the foregoing <br />indemnity shall not apply to any liability arising pursuant to an <br />act or omission of any of the Indemnified Parties. <br />(b) Except for any willful misrepresentation or any willful <br />or wanton misconduct of the Indemnified Parties, the Developer <br />agrees to protect and defend the Indemnified Parties, now and <br />forever, and further agrees to hold the aforesaid harmless from any <br />claim, demand, suit, action or other proceeding whatsoever by any <br />person or entity whatsoever arising or purportedly arising from <br />this Agreement, or the transactions contemplated hereby or the <br />acquisition, construction, installation, ownership, and operation <br />of the Improvements, provided, that this indemnification shall not <br />apply to the warranties made or obligations undertaken by the <br />Authority in this Agreement. <br />(c) All covenants, stipulations, promises, agreements and <br />obligations of the Authority contained herein shall be deemed to be <br />the covenants, stipulations, promises, agreements and obligations <br />of the Authority and not of any governing body member, officer, <br />agent, servant or employee of the Authority. <br />(d) This Agreement shall not create and shall not be <br />construed to create any partnership, joint venture, agency or <br />employment relationship between the Parties. <br />263418.1 4 - 2 <br />