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Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the <br />foregoing, Developer shall not be obligated to indemnify City with respect to the <br />consequences of any act of illegal conduct, gross negligence or willful misconduct of City. <br />Developer's obligations under this Section shall survive the cancellation of the City/Rental <br />Rehabilitation Program Loan Note, release and reconveyance of the City Deed of Trust, <br />issuance of the Certificate of Completion, and termination of this Agreement. <br />(a) Notwithstanding the foregoing, neither Developer, nor any of its <br />partners, shall be personally liable for any indemnification obligation hereunder which <br />would result as the repayment of principal and/or interest under the City/Rental <br />Rehabilitation Program Loan. <br />(b) To the fullest extent permitted by law, the Developer agrees to <br />indemnify, hold harmless and defend the City and its elected officials, officers, governing <br />members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from <br />and against any and all losses, damages, claims, actions, liabilities, reasonable costs and <br />expenses of any and every conceivable nature, kind or character (including, without <br />limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement <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/Rental Rehabilitation 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 plaiming, 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/Rental <br />Rehabilitation 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 />39 <br />Westview House <br />City Rental Rehabilitation Progium moan Agreement <br />