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Section 7.3. Subordination of Agreement. In order to facilitate the obtaining of <br />fmancing for the construction of the Minimum Improvements, the City agrees that it will <br />• consider and agree to reasonable requests to subordinate its rights with respect to the Multifamily <br />Development Property and the Minimum Improvements to the rights of the Multifamily <br />Developer's lenders under their loan documents. <br />ARTICLE VIII <br />Prohibitions Against Assignment and Transfer Indemnification <br />Section 8.1. Prohibition Against Transfer of Development Propertv and Assignment of <br />Agreement. The Multifamily Developer represents and agrees that the Multifamily Developer <br />has not made or created, and will not make or create, or suffer to be made or created, any total or <br />partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other <br />mode or form of or with respect to this Agreement or the Multifamily Development Property <br />(except for leases of residential units or leases of retail space, assignments or encumbrances in <br />favor of a lender providing construction or permanent fmancing for the Minimum Improvements, <br />or easements or other encumbrances necessary for the Development) or any part thereof or any <br />interest herein or therein, or any contract or agreement to do any of the same, without the prior <br />written approval of the City, which approval shall not be unreasonably withheld or delayed. No <br />assignment or transfer shall relieve the Multifamily Developer of any liability under this <br />Agreement unless the City agrees in writing to such release. The restrictions on transfer and <br />encumbrance of the Multifamily Development Property set forth in this Section shall terminate <br />with respect to the Minimum Improvements on the expiration of the term of this Agreement. <br />Section 8.2. Release and Indemnification Covenants <br />(a) The Multifamily Developer releases from and covenants and agrees that the City <br />and the governing body members, officers, agents, servants and employees thereof (referred to <br />• for purposes of this Section collectively as the "Indemnified Parties") shall not be liable for and <br />agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to <br />property or any injury to or death of any person occurring at or about or resulting from any <br />defect in the Minirnum Improvements, except to the extent caused by the negligence, gross <br />negligence, willful misrepresentation or any willful or wanton misconduct of the Indemnified <br />Parties. <br />(b) Except when caused by any negligence, gross negligence, willful <br />misrepresentation or any willful or wanton misconduct of the Indemnified Parties, the <br />Multifamily Developer agrees to protect and defend the Indemnified Parties, now or forever, and <br />further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other <br />proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from <br />this Agreement, or the transactions contemplated hereby or the acquisition, construction, <br />installation, ownership, and operation of the Minimum Improvements. <br />(c) All covenants, stipulations, promises, agreements and obligations of the City <br />contained herein shall be deemed to be the covenants, stipulations, promises, agreements and <br />17 <br />• <br />