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ATTY/RESO.0020/CC RESO APPROVING AMENDMENTS TO HPP GUIDELINES – EXHIBIT B REV: 05-04-26 LF Page 70 of 86 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 Party’s separate counsel may attend all proceedings and meetings. The Indemnifying Party’s counsel shall actively consult with the Indemnified Party’s separate counsel. The Indemnifying Party’s counsel shall, however, control the defense, except to the extent that the Indemnified Party waives its rights to indemnity and defense of such Claim. (c) Cooperation. The Indemnified Party shall reasonably cooperate with the Indemnifying Party’s defense of the Indemnified Party. (d) Settlement. The Indemnifying Party may only settle a claim without the consent of Indemnified Party, if the claim is within the policy limits of applicable insurance policies provided in satisfaction of the requirements of this Agreement and such settlement procures a release of the Indemnified Party from the subject claims, does not require the Indemnified Party to make any payment to the claimant and neither the Indemnified Party nor Indemnifying Party on behalf of the Indemnified Party admits any liability. (e) Insurance Proceeds. The Indemnifying Party’s obligations shall be reduced by any net insurance proceeds actually received by the Indemnified Party for the matter giving rise to the indemnification obligation. 4. COVENANTS RUN WITH THE LAND 4.1 Covenants to Run With the Land. The Owner and the City hereby declare their mutual specific intent that the covenants, conditions, restrictions, reservations and agreements set forth in this Regulatory Agreement are part of a plan for the promotion and preservation of affordable rental housing within the City and that each shall be deemed covenants running with the land of the Property, binding upon and each successor-in-interest of the Owner in the Development or the Property for the duration of the Term. Regardless of classification or characterization, each of the covenants, conditions, restrictions and agreements contained in this Regulatory Agreement touch and concern the land of the Property and each of them is expressly declared to be for the benefit and in favor of the City for the duration of the Term, regardless of whether the Owner is or remains an owner of any land or interest in land to which such covenants,