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If to Borrower: City of North Miami Beach
<br />th
<br />17011 NE 19 Avenue
<br />North Miami Beach, FL 33162
<br />Attention: Finance Director
<br />Email: finance@citynmb.com
<br />Unless otherwise instructed by the WIFIA Lender’s Authorized Representative, all notices to the
<br />WIFIA Lender should be made by email to the email address noted above for the WIFIA Lender.
<br />Notices required to be provided herein shall be provided to such different addresses or to such
<br />further parties as may be designated from time to time by a Borrower’s Authorized Representative,
<br />with respect to notices to the Borrower, or by the WIFIA Lender’s Authorized Representative,
<br />with respect to notices to the WIFIA Lender or the Servicer. Each such notice, request or
<br />communication shall be effective (x) if delivered by hand or by nationally recognized courier
<br />service, when delivered at the address specified in this Section 31 (or in accordance with the latest
<br />unrevoked written direction from the receiving party) and (y) if given by email, when such email
<br />is delivered to the address specified in this Section 31 (or in accordance with the latest unrevoked
<br />written direction from the receiving party); provided, that notices received on a day that is not a
<br />Business Day or after 5:00 p.m. Eastern Time on a Business Day will be deemed to be effective
<br />on the next Business Day.
<br />Section 32.Indemnification. The Borrower shall, to the extent permitted by law,
<br />indemnify the WIFIA Lender and any official, employee, agent or representative of the WIFIA
<br />Lender (each such Person being herein referred to as an “Indemnitee”) against, and hold each
<br />Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs
<br />and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee
<br />and the costs of environmental remediation), whether known, unknown, contingent or otherwise,
<br />incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
<br />(a) the execution, delivery and performance of this Agreement or any of the other Related
<br />Documents, (b) the WIFIA Loan or the use of the proceeds thereof, or (c) the violation of any law,
<br />rule, regulation, order, decree, judgment or administrative decision relating to the environment,
<br />the preservation or reclamation of natural resources, the management, release or threatened release
<br />of any hazardous material or to health and safety matters; in each case arising out of or in direct
<br />relation to the Project; provided, that such indemnity shall not, as to any Indemnitee, be available
<br />to the extent that such losses, claims, damages, liabilities, fines, penalties, costs or related expenses
<br />are determined by a court of competent jurisdiction by final and nonappealable judgment to have
<br />resulted from the gross negligence or willful misconduct of such Indemnitee. In case any action
<br />or proceeding is brought against an Indemnitee by reason of any claim with respect to which such
<br />Indemnitee is entitled to indemnification hereunder, the Borrower shall be entitled, at its expense,
<br />to participate in the defense thereof; provided, that such Indemnitee has the right to retain its own
<br />counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof
<br />shall not release the Borrower of any liability that it may have to such Indemnitee. Any Indemnitee
<br />against whom any indemnity claim contemplated in this Section 32 is made shall be entitled, after
<br />consultation with the Borrower and upon consultation with legal counsel wherein such Indemnitee
<br />is advised that such indemnity claim is meritorious, to compromise or settle any such indemnity
<br />claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of
<br />this Section 32. Nothing herein shall be construed as a waiver of any legal immunity that may be
<br />available to any Indemnitee. To the extent permitted by applicable law, neither the Borrower nor
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