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extent specifically provided otherwise in this Agreement) no transfer of, or change with respect
<br />to, ownership in the Development Property or any part thereof, or any interest therein, however
<br />consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or
<br />practically, to deprive or limit the Authority of or with respect to any rights or remedies on
<br />controls provided in or resulting from this Agreement with respect to the Development Property
<br />that the Authority would have had, had there been no such transfer or change. In the absence of
<br />specific written agreement by the Authority to the contrary, no such transfer or approval by the
<br />Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way
<br />by this Agreement or otherwise with respect to the Development Property, from any of its
<br />obligations with respect thereto.
<br />(3) Any and all instruments and other legal documents involved in effecting the
<br />transfer of any interest in this Agreement or the Development Property governed by this
<br />Article VIII, shall be in a form reasonably satisfactory to the Authority.
<br />(c) If the conditions described in paragraph (b) are satisfied then the Transfer will be
<br />approved and the Developer shall be released from its obligation under this Agreement, as to the portion
<br />of the Development Property that is transferred, assigned, or otherwise conveyed. The provisions of this
<br />paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of this Article VIII.
<br />Section 8.3. Release and Indemnification Covenants.
<br />(a) The Developer releases from and covenants and agrees that the Authority and its
<br />respective governing body members, officers, agents, servants and employees thereof will not be liable
<br />for and agrees to indemnify and hold harmless the Authority and its respective governing body members,
<br />officers, agents, servants and employees thereof against any loss or damage to property or any injury to or
<br />death of any person occurring at or about or resulting from any defect in the Minimum Improvements.
<br />(b) Except for any willful misrepresentation or any willful or wanton misconduct of the
<br />following named parties, the Developer agrees to protect and defend the Authority and its respective
<br />governing body members, officers, agents, servants and employees (the "Indemnified Parties") thereof,
<br />now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or
<br />other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this
<br />Agreement, or the transactions contemplated hereby or the acquisition, construction, installation,
<br />ownership, maintenance and operation of the Minimum Improvements.
<br />(c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and
<br />except for any breach by the Indemnified Parties of their obligations under this Agreement, the
<br />Indemnified Parties shall not be liable for any damage or injury to the persons or property of the
<br />Developer or its officers, agents, servants or employees or any other person who may be about the
<br />Development Property or Minimum Improvements due to any act of negligence of any person.
<br />(d) All covenants, stipulations, promises, agreements and obligations of the Authority contained
<br />herein will be deemed to be the covenants, stipulations, promises, agreements and obligations of the
<br />Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the
<br />individual capacity thereof.
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