Agmt25 SEC-Lenders Documents 2 - Loan Agreement

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Work conducted at the Development; and (e) any Environmental Claim attributable to any action or failure to act by Owner. Owner assumes the risk of delays and damages that may result to Owner from any Third Person legal actions related to City's approval of this Agreement or any associated approvals, even in the event that an error, omission or abuse of discretion by City is determined to have occurred. If a Third Person files a legal action regarding City's approval of this Agreement or any associated approval (exclusive of legal actions alleging violation of Government Code Section 1090 by elected officials of City), Owner shall indemnify City Party against such Third Person legal action, including all legal costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. City shall reasonably cooperate in its defense in any legal action subject to this Section 3.7 subject to Owner's indemnity obligations for such legal action. Nothing contained in this Section 3.7 is intended to be nor shall be deemed or construed to be an express or implied admission that City may be liable to Owner or any other party for damages or other relief regarding any alleged or established failure of City to comply with any law. Any legal action that is subject to this Section 3.7 (including any appeal periods and the pendency of any appeals) shall constitute an Enforced Delay and the time periods for performance by any Party under this Agreement may be extended pursuant to the provisions regarding Enforced Delay in the Loan Agreement. 3.7.2 Independence of Insurance Obligations. The indemnification obligations made by Owner under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying Owner insurance or other obligations under the Loan Agreement. Owner's obligation to indemnify City Parry under this Agreement is independent of Owner's insurance and other obligations under the Loan Agreement. Owner's compliance with its insurance obligations and other obligations under the Loan Agreement shall not in any way restrict, limit, or modify Owner's indemnification obligations under this Agreement and are independent of Owner's indemnification and other obligations under this Agreement. 3.7.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of the Parties under this Agreement shall survive the expiration or earlier termination of this Agreement, until any and all actual or prospective claims regarding any matter subject to an indemnity obligation under this Agreement are fully, finally, absolutely and completely barred by applicable statutes of limitations. 3.7.4 Indemnification Procedures. Wherever this Agreement requires any Party to indemnify the other Party: (a) Prompt Notice. The Indemnifying Party shall promptly notify the other Party of any claim. (b) Selection of Counsel. The Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party. Counsel to Indemnifying Party's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory, except in the event of a potential or actual conflict of interest for such counsel regarding such representation or such counsel proves to be incompetent regarding such representation. Even though the Indemnifying Party shall defend the claim, the Indemnified Party may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnified Parry's separate REV: 05-21-25 LF ATTY/AGR.2025.100/HEART-SV (417 Stambauah St.) (Pane 69 of 85)