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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 <br />