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INDEMNITY AGREEMENT
<br /> Florida
<br /> Indian River County (hereinafter referred to as "BUYER"), understands that it is
<br /> purchasing the property located at See Exhibit A, "as is," per the Purchase and Sale Agreement
<br /> executed between Buyers and TD Bank, N.A. ( "SELLER"), for the Property located at See
<br /> Exhibit A dated . For purposes of this document, the definition of"SELLER" shall
<br /> include, TD Bank,N.A., as well as any parents, subsidiaries, subdivisions, divisions, affiliates,
<br /> predecessors, and successors and their respective general partners, limited partners, directors,
<br /> officers, employees, representatives, administrators, successors, assigns, principals, agents,
<br /> parents, associates, affiliates, divisions, departments, subsidiaries, attorneys, accountants,
<br /> auditors, advisors, insurers, carriers, heirs, and all other persons or entities acting or purporting to
<br /> act on their respective or collective behalf. The definition of the "Property" shall include the
<br /> Property as defined in the Purchase and Sale Agreement, all structures thereon, all personal
<br /> thereon or therein, all surface and subsurface conditions, and all rights or obligations, arising in
<br /> equity, by operation of law, of record, by contract, by permit or otherwise. As such, BUYER, for
<br /> good and valuable consideration, agrees to indemnify, defend, hold harmless, release, remise,
<br /> and forever discharge, and by these presents do for them, their heirs, spouse, family, executors,
<br /> beneficiaries, administrators, successors, and assigns, the said SELLER, of and from any and all
<br /> liability for repairs, remodeling, remediation, maintenance or other work on the Property being
<br /> purchased (hereinafter collectively "Repairs"), including Repairs which have been performed
<br /> from the beginning of the world, or which may be performed in the future, as well as the
<br /> resulting expenses which have been incurred or may be incurred in the future. BUYER
<br /> understands that any additional expenses incurred in further Repairs on the Property shall be its
<br /> own responsibility and not the responsibility of the SELLER. It shall not be the responsibility of
<br /> SELLER to either perform or cause to be performed any further Repairs on the above-referenced
<br /> Property, nor to incur the cost of any said Repairs. The indemnity given in this agreement
<br /> includes indemnity from any actions taken by SELLER, SELLER'S predecessors in interest, as
<br /> well as any inaction on the part of SELLER or its predecessors in interest, and includes any
<br /> action or inaction where SELLER or its predecessors exhibited any negligence or gross
<br /> negligence. In indemnifying, defending and holding SELLER harmless, BUYER shall be
<br /> obligated to do so without demand by SELLER, and indemnity and defense shall include
<br /> providing a legal defense for SELLER, of SELLER's reasonable choosing, at BUYER's cost.
<br /> FL
<br /> Confidential
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