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<br />18 <br />The Crossroads at Washington <br />City HOME Affordability Restrictions on Transfer of Property <br />connection with the transactions contemplated thereby; <br />(b) Developer’s ownership or operation of the Property and the Project <br />or any act or omission of the Developer or any of its agents, contractors, servants, <br />employees or licensees in connection with the Property and the Project, the operation of <br />the Project, or the condition, environmental or otherwise, occupancy, use, possession, <br />conduct or management of work done in or about, or from the planning, design, acquisition, <br />installation, operation or rehabilitation of, the Project or any part thereof; <br />(c) any lien or charge upon payments by the Developer to the City, or <br />any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, <br />impositions and other charges imposed on the City in respect of any portion of the Project; <br />(d) any violation of any environmental law, rule or regulation with <br />respect to, or the release of any toxic substance from, the Property or the Project or any <br />part thereof; or <br />(e) any untrue statement or misleading statement or alleged untrue <br />statement or alleged misleading statement of a material fact by the Developer contained in <br />any Loan Document or any of the documents or instruments relating to said Loan <br />Documents that the City relied upon in making the Loan; except to the extent such damages <br />are caused by the gross negligence or willful misconduct of such Indemnified Party. In the <br />event that any action or proceeding is brought against any Indemnified Party with respect <br />to which indemnity may be sought hereunder, the Developer, upon written notice from the <br />Indemnified Party, shall assume the investigation and defense thereof, including the <br />employment and payment for of counsel selected by the Indemnified Party, and shall <br />assume the payment of all expenses related thereto, with full power to litigate, compromise <br />or settle the same; provided that the Indemnified Party shall have the right to review and <br />approve or disapprove any such compromise or settlement. <br />23.2. Time. Time is of the essence in these Restrictions. <br />23.3. Construction. Except where the context otherwise requires, words <br />imparting the singular number shall include the plural number and vice versa, words <br />imparting persons shall include firms, associations, partnerships and corporations, and <br />words of either gender shall include the other gender. <br />23.4. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, <br />each party to these Restrictions hereby expressly waives any right to trial by jury of any <br />claim, demand, action or cause of action arising under any Loan Document or in any way <br />connected with or related or incidental to the dealings of the parties hereto or any of them <br />with respect to any Loan Document, or the transactions related thereto, in each case <br />whether now existing or hereafter arising, and whether sounding in contract or tort or <br />otherwise; and each party hereby agrees and consents that any such claim, demand, action <br />or cause of action shall be decided by court trial without a jury, and that any party to these <br />Restrictions may file an original counterpart or a copy of this section with any court as <br />written evidence of the consent of the parties hereto to the waiver of their right to trial by <br />jury. <br />EXHIBIT 5