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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
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<br />Westview House
<br />City Rental Rehabilitation Progium moan Agreement
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