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permitted and shall not require the prior written approval of the Issuer or the Trustee: (i) the transfer by the
Investor Limited Partners of their interests in the Borrower in accordance with the terms of the Borrower’s
Amended and Restated Agreement of Limited Partnership, as it may be amended from time to time (the
“Partnership Agreement”); (ii) the removal of the General Partner of the Borrower in accordance with the
Partnership Agreement and the replacement thereof with the Investor Limited Partners or any of their
affiliates; (iii) the transfer of ownership interests in the Investor Limited Partners; (iv) the transfer of the
interests of the Investor Limited Partners in the Borrower to the Borrower’s General Partner or any of their
affiliates; and (v) any amendment to the Partnership Agreement to memorialize the transfers or removal
described above. The parties agree that the provisions described under this caption shall control to the extent
of any conflict in any Subordinate Bond Documents.
The Borrower releases the Issuer and the Trustee from, agrees that the Issuer and the Trustee shall
not be liable for, and indemnifies, defends and holds the Issuer and the Trustee harmless from and against,
any and all liabilities, claims, costs and expenses and reasonable attorneys’ fees imposed upon, incurred or
asserted against the Issuer or the Trustee on account of: (a) any loss or damage to property or injury to or
death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the acquisition,
rehabilitation, financing, occupation, possession, management, equipping, furnishing, maintenance,
operation and use of the Project or from any work or thing done in or about the Project site, or any sidewalks,
passageways, driveways, curbs, vaults and vault space, streets or parking areas on the Project site or
adjacent thereto; (b) any breach or default on the part of the Borrower in the performance of any covenant
or agreement of the Borrower under the Loan Agreement, the Regulatory Agreement, the Promissory Note
or any related document, or arising from any act or failure to act by the Borrower, or any of its agents,
contractors, servants, employees or licensees; (c) the Borrower’s failure to comply with any requirement of
the Loan Agreement; (d) any action taken or omitted to be taken by the Issuer or the Trustee under the Loan
Agreement, the Indenture or the Regulatory Agreement; (e) the issuance of the Bonds; and (f) any claim,
action or proceeding brought with respect to any matter set forth in clause (a), (b), (c), (d) or (e) above;
provided, however, that the indemnification provided under this caption shall not apply to any matter arising
or resulting from the gross negligence or willful misconduct of the party proposed to be indemnified under
the Loan Agreement.
The Borrower agrees to indemnify the Trustee for and to hold it harmless against all liabilities,
claims, costs and expenses incurred without negligence or willful misconduct on the part of the Trustee, on
account of any action taken or omitted to be taken by the Trustee in accordance with the terms of the Loan
Agreement, the Bonds, the Regulatory Agreement, the Promissory Note or the Indenture, any action taken
at the request of or with the consent of the Borrower or any loss, liability, damage, claim, tax or expense
incurred by it, arising out of or in connection with the acceptance or administration of the Indenture or the
trusts thereunder or the performance of its powers or duties thereunder or under the Loan, the Bonds, the
Indenture, the Regulatory Agreement, the Promissory Note or any other document relating to the Bonds,
including the costs and expenses of the Trustee in defending itself against any such claim, action or
proceeding brought in connection with the exercise or performance of any of its powers or duties under the
Loan Agreement, the Bonds, the Indenture, the Regulatory Agreement or the Promissory Note.
In case any action or proceeding is brought against the Issuer or the Trustee in respect of which
indemnity may be sought under the Loan Agreement, the party seeking indemnity promptly shall give
notice of that action or proceeding to the Borrower, and the Borrower upon receipt of that notice shall have
the obligation and the right to assume the defense of the action or proceeding; provided that failure of a
party to give that notice shall not relieve the Borrower from any of its obligations described under this
caption unless that failure prejudices the defense of the action or proceeding by the Borrower and then only
to the extent that such failure prejudices the defense of such action or proceeding of the Borrower. The
indemnified party shall have the right to employ separate counsel in any such action or proceedings and to
participate in the defense thereof, but, unless such separate counsel is employed with the approval and
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