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The City shall have the right to join and participate in, as a party if it so elects, any legal
<br /> proceedings or actions initiated in connection with any Hazardous Materials Claim.
<br /> (4) Without the City's prior written consent, which shall not be unreasonably
<br /> withheld or delayed, Developer shall not take any remedial action in response to the
<br /> presence of any Hazardous Material in, on, under, or about the Property(other than in
<br /> emergency situations or as required by governmental agencies having jurisdiction in
<br /> which case the City agrees to provide its consent), nor enter into any settlement
<br /> agreement, consent decree, or other compromise in respect to any Hazardous Materials
<br /> Claim. City shall have the right to join and participate in, as a party if it so elects, any
<br /> legal proceedings or actions initiated in connection with any Hazardous Materials Claims
<br /> and to have its reasonable attorneys' fees in connection therewith paid by Developer.
<br /> 7.2 Environmental Indemnity. To the greatest extent allowed by law, Developer shall
<br /> indemnify, defend(with counsel reasonably approved by City) and hold Indemnitees harmless
<br /> from and against all Claims resulting, arising, or based directly or indirectly in whole or in part,
<br /> upon (i)the presence, release, use, generation, discharge, storage or disposal of any Hazardous
<br /> Material on, under, in or about the Property, or the transportation of any such Hazardous
<br /> Material to or from, the Property, or(ii)the failure of Developer, Developer's employees, agents,
<br /> contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the
<br /> foregoing to comply with Environmental Laws, except to the extent caused by the City's gross
<br /> negligence or willful misconduct. The foregoing indemnity shall further apply to any residual
<br /> contamination in, on, under or about the Property or affecting any natural resources, and to any
<br /> contamination of any property or natural resources arising in connection with the generation, use,
<br /> handling, treatment, storage, transport or disposal of any such Hazardous Material,and
<br /> irrespective of whether any of such activities were or will be undertaken in accordance with
<br /> Environmental Laws.
<br /> Notwithstanding any contrary provision hereof, the indemnity provided in this Section
<br /> 7_2 shall not apply to Claims arising in connection with or resulting from Hazardous Materials
<br /> present on the Property prior to the Effective Date as identified in that certain Hazardous
<br /> Materials Assessment dated July 23, 2015 prepared by S Tech Consulting, LLC except Claims
<br /> resulting from or arising in connection with the negligent act or omission of Developer or
<br /> relating to or arising in connection with the demolition of existing improvements on the Property
<br /> including without limitation,the release, transportation or disposal of Hazardous Materials in
<br /> connection with such demolition.
<br /> The provisions of this Section 7.2 shall be in addition to any and all other obligations and
<br /> liabilities that Developer may have under applicable law, and each Indemnitee shall be entitled to
<br /> indemnification under this Section without regard to whether City or that Indemnitee has
<br /> exercised any rights against the Property or any other security, pursued any rights against any
<br /> guarantor or other party, or pursued any other rights available under the City Documents or
<br /> applicable law. Developer's indemnification obligations set forth in this Section shall survive
<br /> the expiration or earlier termination of this Agreement and the recordation of a Certificate of
<br /> Completion, any repayment or discharge of the Loan, any foreclosure proceeding, any
<br /> foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the
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