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Standard Agreements, the City has agreed to indemnify Meta in accordance with the provisions
<br /> set forth below.
<br /> H. WHEREAS, the City shall complete the STI and Meta shall cause the Partnership
<br /> to complete the Project.
<br /> WHEREAS, under the AHSC Standard Agreements, Meta and the City are jointly
<br /> and severally liable for the completion of the STI and the Project and all other obligations under
<br /> the AHSC Standard Agreements.
<br /> J. WHEREAS, Meta and the City wish to agree to indemnify one another, and
<br /> certain related parties, against their respective responsibilities to complete the Project and STI
<br /> under the AHSC Standard Agreements in accordance with the terms of this Agreement.
<br /> NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and
<br /> valuable consideration, the receipt and adequacy of which is hereby acknowledged, Meta and
<br /> the City hereby agree as follows:
<br /> AGREEMENT:
<br /> 1. Meta Indemnity. Meta shall indemnify, defend (with counsel approved by City)
<br /> and hold the City and its officers, directors, employees, agents, consultants and contractors
<br /> (collectively, "City Indemnitees") harmless from and against any and all claims arising in
<br /> connection with any breach by Meta, the Partnership, any affiliate of Meta, or any contractor,
<br /> subcontractor, agent or employee of Meta, the Partnership or any affiliate of Meta of any term or
<br /> condition of the AHSC Financing, including the AHSC Standard Agreements and any related
<br /> documents executed by Meta, the Partnership, any affiliate of Meta, including without limitation,
<br /> any claim arising as a result of Meta's or the Partnership's failure to complete the Project under
<br /> the AHSC Standard Agreements, provided, that Meta's indemnification obligations under this
<br /> Agreement shall not extend to the extent such claims result from negligence, fraud, or willful
<br /> misconduct on the part of any one or more of the City Indemnities. It is further agreed that City
<br /> does not and shall not waive any rights against Meta or the Partnership that it may have by
<br /> reason of this indemnity and hold harmless agreement because of City's acceptance, or Meta's
<br /> or the Partnership's deposit with City of any of the insurance policies.
<br /> 2. City Indemnity. The City is responsible for using proceeds of the AHSC City
<br /> Grant to fund construction of the STI in accordance with the AHSC Grant Standard Agreement.
<br /> The City shall indemnify, defend and hold Meta, and its respective officers, directors,
<br /> employees, agents, consultants, contractors, partners and affiliates (collectively, "Meta
<br /> Indemnitees") harmless from and against all claims, losses, costs, damages, liability and
<br /> judgments, including reasonable attorneys' fees incurred by or asserted against any Meta
<br /> Indemnitees arising in connection with any breach of any term or condition of the AHSC
<br /> Financing, including the AHSC Standard Agreements and any related documents by City or any
<br /> affiliate of City or any contractor, subcontractor, agent or employee of City, including without
<br /> limitation, any claims, losses, costs, damages, liability and judgments, including reasonable
<br /> attorneys' fees, arising out of City's failure to complete construction of the STI within the
<br /> timeframe required by the AHSC Grant Standard Agreement or AHSC Financing, provided, that
<br /> the City's indemnification obligations under this Agreement shall not extend to claims resulting
<br /> solely from the gross negligence or willful misconduct of any one of the Meta Indemnitees.
<br /> 2
<br /> Indemnity Agreement
<br /> 50162551.2
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