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07 120312 SA HA WASHINGTON Pl BLA - Attach 3
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07 120312 SA HA WASHINGTON Pl BLA - Attach 3
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Last modified
3/13/2013 4:11:37 PM
Creation date
3/7/2013 5:41:10 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Community Development
Date
12/3/2012
Destruction Year
2017
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Liabilities to which any such parties may become subject to the extent such Liabilities arise out of or are <br />based upon the use of the Provided Information in a Secondary Market Disclosure Document. <br />Section 9.1.4 Borrower Indemnity Regarding Filings. In connection with filings under the <br />Exchange Act or the Securities Act, the Borrower shall (i) indemnify Funding Lender, the Fiscal Agent, <br />the Governmental Lender and the underwriter group for any securities (the "Underwriter Group") for any <br />Liabilities to which Funding Lender, the Servicer, the Fiscal Agent, the Governmental Lender, its officers <br />and officials, or the Underwriter Group may become subject insofar as the Liabilities arise out of or are <br />based upon the omission or alleged omission to state in the Provided Information of a material fact <br />required to be stated in the Provided Information in order to make the statements in the Provided <br />Information, in the light of the circumstances under which they were made not misleading and (ii) <br />reimburse the Funding Lender, the Servicer, the Fiscal Agent, the Governmental Lender, the Underwriter <br />Group and other indemnified parties listed above for any legal or other expenses reasonably incurred by <br />the Funding Lender, the Servicer, the Fiscal Agent, the Governmental Lender or the Underwriter Group in <br />connection with defending or investigating the Liabilities; provided that the Borrower shall not provide <br />any indemnification regarding any Provided Information obtained from unrelated third parties except with <br />respect to information it provided to such parties. <br />Section 9.1.5 Indemnification Procedure. Promptly after receipt by an indemnified party under <br />Sections 9.1.3 and 9.1.4 hereof of notice of the commencement of any action for which a claim for <br />indemnification is to be made against the Borrower, such indemnified party shall notify the Borrower in <br />writing of such commencement, but the omission to so notify the Borrower will not relieve the Borrower <br />from any liability that it may have to any indemnified party hereunder except to the extent that failure to <br />notify causes prejudice to the Borrower. In the event that any action .is brought against any indemnified <br />party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly <br />with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by <br />Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of <br />commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably <br />satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such <br />indemnified party under this Section 9.1.5, the Borrower shall not be responsible for any legal or other <br />expenses subsequently incurred by such indemnified party in connection with the defense thereof other <br />than reasonable costs of investigation. No indemnified party shall settle or compromise any claim for <br />which the Borrower may be liable hereunder without the prior Written Consent of the Borrower. <br />Section 9.1.6 Contribution. In order to provide for just and equitable contribution in <br />circumstances in which the indemnity agreement provided for in Section 9.1.4 hereof is for any reason <br />held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof] <br />referred to therein which would otherwise be indemnifiable under Section 9.1.4 hereof, the Borrower <br />shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or <br />action in respect thereo fl; provided, however, that no Person guilty of fraudulent misrepresentation <br />(within the meaning of Section 1 o(f j of the Securities Act) shall be entitled to contribution from any <br />Person not guilty of such fraudulent misrepresentation. In determining the amount of contribution to <br />which the respective parties are entitled, the following factors shall be considered: (i) the indemnified <br />parties and the Borrower's relative knowledge and access to information concerning the matter with <br />respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or <br />omission; and (iii) any other equitable considerations appropriate in the circumstances. The parties hereto <br />hereby agree that it may not be equitable if the amount of such contribution were determined by pro rata <br />or per capita allocation. <br />C:1UsersltadlDesktoplSanta Ana HA Washington Piace 64 <br />BLA.doc <br />DRAFT 11/28/12 8:41AM <br />
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