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EXHIBIT 4
<br />and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them,
<br />may become subject to under any statutory law (including federal or state securities laws)
<br />or at common law or otherwise, arising out of or based upon or in any way relating to:
<br />(i) the Loan Documents or the execution or amendment thereof
<br />or in connection with the transactions contemplated thereby;
<br />(ii) Developer's ownership or operation of the Project or any act
<br />or omission of the Developer or any of its agents, contractors, servants, employees or
<br />licensees in connection with the City/Inclusionary Housing Program Loan or the Project,
<br />the operation of the Project, or the condition, environmental or otherwise, occupancy, use,
<br />possession, conduct or management of work done in or about, or from the planning, design,
<br />acquisition, installation, operation or rehabilitation of, the Project or any part thereof,
<br />(iii) any lien or charge upon payments by the Developer to the
<br />City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes),
<br />assessments, impositions and other charges imposed on the City in respect of any portion
<br />of the Project;
<br />(iv) any violation of any environmental law, rule or regulation
<br />with respect to, or the release of any toxic substance from the Project or any part thereof,
<br />(v) any untrue or misleading statement of a material fact by the
<br />Developer contained in any Loan Document or any of the documents or instruments
<br />relating to said Loan Documents that the City relied upon in making the City/Inclusionary
<br />Housing Program Loan, except to the extent such damages are caused by the gross
<br />negligence or willful misconduct of such Indemnified Party. In the event that any action or
<br />proceeding is brought against any Indemnified Party with respect to which indemnity may
<br />be sought hereunder, the Developer, upon written notice from the Indemnified Party, shall
<br />assume the investigation and defense thereof, including the employment and payment for
<br />counsel selected by the Indemnified Party, and shall assume the payment of all reasonable
<br />expenses related thereto, with full power to litigate, compromise or settle the same;
<br />provided that the Indemnified Party shall have the right to review and approve or
<br />disapprove in its reasonable discretion any such compromise or settlement; and,
<br />(vi) Notwithstanding anything in this Section 18.2 to the
<br />contrary, if judgment is entered against Developer and City by a court of competent
<br />jurisdiction because of the concurrent active negligence of City or Indemnified Parties,
<br />Developer and City agree that liability will be apportioned as determined by the court.
<br />Neither Party shall request a jury apportionment.
<br />18.3. Reimbursement of City. Developer shall reimburse City immediately
<br />upon written demand for all costs reasonably incurred by City (including the reasonable
<br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contractors or employees of City) in connection with the
<br />enforcement of the Loan Documents and all related matters including all claims, demands,
<br />causes of action, liabilities, losses, commissions and other costs against which City is
<br />3Q
<br />City
<br />ouncil 39 - 212 5/17/2022
<br />clusionary Housing Program Loan Agreement
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