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202208306 Section 11. No Conflict With Other Documents. The Owner represents, warrants, and covenants that it has not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions of this Agreement and that, in any event, the requirements of this Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herein. Section 12. Fees, Release and Indemnification. The Owner agrees to pay the Authority the various fees at the times and in the amounts set forth in the Authority's qualified allocation plan related to the LIHTC and the AHTC. Any extraordinary legal fees incurred by the Authority with respect to the Project will be paid by the Owner. The Owner hereby agrees to pay, indemnify and hold the Authority harmless from any and all costs, expenses and fees, including all reasonable attorneys' fees which may be incurred by the Authority in enforcing or attempting to enforce this Agreement, including, but not limited to (a) in the event that the various reports are not submitted as required hereunder and the Authority conducts an on-site inspection of the Owner's book and records and/or (b) following any default on the part of the Owner hereunder or its successors, whether the same shall be enforced by suit or otherwise, together with all costs, fees and expenses which may be incurred in connection therewith; and/or (c) all costs, fees and expenses which may be incurred in connection with any interpretation of or amendment to this Agreement or otherwise by the Authority at the request of the Owner (including, but not limited to, the reasonable fees and expenses of the Authority's counsel in connection with any opinion to be rendered hereunder). The Owner agrees to release the Authority from any claim, loss, demand or judgment as a result of the allocation of tax credit dollars to the Project or the recapture of same by the IRS and to indemnify the Authority for any claim, loss, demand or judgment against the Authority as the result of an allocation of LIHTCs or AHTCs to the Owner related to the Project or the recapture of same by the IRS or the State of Nebraska. Section 13. Right of First Refusal. If the Summary Page to this Agreement indicates that the Owner has agreed to provide a right of first refusal to a non-profit entity (the "Right of First Refusal"), the Owner agrees and represents the following: (a) the representations made by the Owner in connection with the submission of the Application and Final Cost Certification regarding the Right of First Refusal are hereby ratified in their entirety and the materials submitted with the Application and Final Cost Certification regarding the Right of First Refusal remain true and correct. 19 Final 12/21