(ii) Five years after <strong>the</strong> Term <strong>of</strong> this Development Agreement shall have expired pursuant to Section 10 here<strong>of</strong>. 8. Indemnification; Limited Liability <strong>of</strong> Parties. Private developer shall indemnify, protect, defend and hold elTRIDRA and its appointed <strong>of</strong>ficials, <strong>of</strong>ficers, agents and employees, completely harmless from and against all liability, losses, suits, claims (including, without limitation, third party claims for personal injury or real or personal property damage), judgments, fines, actions, administrative proceedings, penalties or demands: (i) arising from injury or death <strong>of</strong> any person or damage to any property, including all reasonable costs for investigation and defense <strong>the</strong>re<strong>of</strong> (including attorney fees, court costs, and expert fees) unless such injury, death or damage is directly caused by <strong>the</strong> sole and gross negligence or willful misconduct <strong>of</strong> elTRIDRA; and (ii) arising from private developer’s obligations hereunder. elTRIDRA shall give notice to private developer <strong>of</strong> any such liability, loss, suit, claim or demand, and private developer shall defend same using counsel reasonably acceptable to elTRIDRA. The provision <strong>of</strong> this Section shall survive <strong>the</strong> expiration or early termination <strong>of</strong> this Development Agreement. It is understood and agreed that nei<strong>the</strong>r elTRIDRA, nor its directors, members, <strong>the</strong> agents, attorneys or employees, or <strong>the</strong>ir respective heirs, personal representatives or successors, are generally or personally liable in connection with any matter, cause or thing pertaining to <strong>the</strong> 2012 TRID Note or <strong>the</strong> issuance <strong>the</strong>re<strong>of</strong>, <strong>the</strong> Indenture, or any instruments and documents executed and delivered by <strong>the</strong> elTRIDRA in connection with <strong>the</strong> insert name Project. Any liability <strong>of</strong> elTRIDRA, including any judgment entered against elTRIDRA in connection herewith, including in connection with <strong>the</strong> Indenture, <strong>the</strong> 2012 TRID Note, this Funding Agreement, or any instruments and documents executed and delivered by elTRIDRA in connection with <strong>the</strong> insert name Project, or as a result <strong>of</strong> <strong>the</strong> incorrectness <strong>of</strong> any representation in, or omission from, any <strong>of</strong> such instruments and documents, by any means (including by judicial process), shall be strictly limited to, and noted as, a lien against <strong>the</strong> Trust Estate only, and shall not affect any o<strong>the</strong>r property or assets <strong>of</strong> elTRIDRA. The obligations <strong>of</strong> <strong>the</strong> private developer pursuant to this Funding and Development Agreement (“TRID Obligations”) are limited obligations payable solely from <strong>the</strong> Pledged Revenues and, if any, to <strong>the</strong> extent payable out <strong>of</strong> moneys attributable to any Funds established pursuant to <strong>the</strong> Indenture, <strong>the</strong> 2012 TRID Note proceeds or <strong>the</strong> income from <strong>the</strong> temporary investment <strong>the</strong>re<strong>of</strong> as provided in <strong>the</strong> Indenture and any insurance proceeds. THE TRID OBLIGATIONS ARE LIMITED OBLIGATIONS OF THE elTRIDRA PAYABLE SOLELY FROM THE SOURCES PROVIDED HEREIN. NEITHER THE PRINCIPAL OF THE TRID OBLIGATIONS, NOR THE INTEREST ACCRUING THEREON, SHALL EVER CONSTITUTE A GENERAL INDEBTEDNESS OF THE elTRIDRA OR AN INDEBTEDNESS OF THE COMMONWEALTH OF PENNSYLVANIA, THE CITY OF PITTSBURGH OR ANY POLITICAL SUBDIVISION OR INSTRUMENTALITY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER OR SHALL EVER CONSTITUTE OR GIVE RISE TO A PECUNIARY 8
LIABILITY OF THE COMMONWEALTH OF PENNSYLVANIA, THE CITY OF PITTSBURGH OR ANY POLITICAL SUBDIVISION OR, EXCEPT WITH RESPECT TO THE elTRIDRA’S LIMITED OBLIGATIONS SET FORTH HEREIN, ANY INSTRUMENTALITY THEREOF, NOR WILL THE TIF OBLIGATIONS BE, OR BE DEEMED TO BE, AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA, THE CITY OF PITTSBURGH OR ANY POLITICAL SUBDIVISION OR, EXCEPT AS AFORESAID, ANY INSTRUMENTALITY THEREOF. THE elTRIDRA HAS NO TAXING POWER. 9
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