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2.1 Consent. The Hospital hereby consents to the Board's imposition of the special assessments against the Properties in accordance with this Agreement. The Hospital expressly approves the special assessments and waives any challenge that the amount of the special assessment levied against it is not properly apportioned in accordance with Florida law. 2.2 Release of Liability. The Hospital acknowledges that it is voluntarily entering this Agreement and agrees not to object to or challenge the enactment, application, or enforcement of the Ordinance in any administrative or legal action, as long as the Medicaid supplemental payment program supported by the intergovernmental transfers remains in operation and effect. The Hospital understands that each party is entitled to a public hearing pertaining to the Board's imposition of the special assessments that are to be levied in accordance with this Agreement, and a public hearing to confirm the assessment rate. The Hospital waives such hearings and appeal rights, and also hereby waives any and all other procedural and substantive objections to the special assessments that any statute, administrative rule, ordinance, or other law may provide, including but not limited to: (a) notice and public hearing requirements; (b) claims that the special assessments are not properly apportioned in accordance with Florida law; (c) claims that the special assessments are not uniform upon the same classes of property; and (d) any rights to an appeal from the special assessments, or any other appeal rights available under any statute, ordinance, administrative rule, or law. 2.3 Indemnity The Hospital hereby indemnifies and holds harmless the County, its officers, employees and agents from claims arising from any challenge to the procedure or authority of the County to adopt the Indian River County Local Provider Participation Fund Ordinance (the "Ordinance") and to levy or collect an assessment pursuant to the Ordinance, including any and all claims and the costs and fees associated with the defense of the aforesaid claims, that may arise from an objection or challenge to the validity of the Indian River County Local Provider Participation Fund Ordinance by a payer, or any challenge by a payer to the County's procedure or authority to impose any assessment levied or collected thereunder. 2.4 Term Except as otherwise set forth in this Agreement, this Agreement shall expire upon payment in full of all special assessments that are levied against the Properties pursuant to this Agreement. 3. Hospital's Re resentations and Warranties. The Hospital represents and warrants that: (a) it is duly organized, validly existing and in good standing in the state of its organization and has authority to do business under the laws of the State of Florida; and (b) it has all necessary power and authority to enter into and perform the transactions contemplated by this Agreement. 2