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(c) City shall not be directly or indirectly liable or responsible for any
<br />loss or injury of any kind to any person or property resulting from any construction on, or
<br />occupancy or use of, the Property, whether arising from: (i) any defect in any building,
<br />grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees
<br />or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard
<br />thereon; and
<br />(d) By accepting or approving anything required to be performed or
<br />given to City under the Loan Documents, including any certificate, financial statement,
<br />survey, appraisal or insurance policy, City shall not be deemed to have warranted or
<br />represented the sufficiency or legal effect of the same, and no such acceptance or
<br />approval shall constitute a warranty or representation by City to anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory
<br />to City), indemnify and save and hold harmless the Indemnitees from and against all
<br />claims, damages, demands, actions, losses, liabilities, costs and expenses (including,
<br />without limitation, reasonable attorneys' fees and court costs) arising from or relating to
<br />(i) a breach of this Agreement by Developer; (ii) the making of the Loan(s); (iii) a claim,
<br />demand or cause of action that any person has or asserts against Developer; (iv) any act
<br />or omission of Developer, any contractor, subcontractor or material supplier, engineer,
<br />architect or other person with respect to the Property; or (vi) the ownership, occupancy or
<br />use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to
<br />indemnify City with respect to the consequences of any act of illegal conduct, gross
<br />negligence or willful misconduct of City. Developer's obligations under this Section shall
<br />survive the cancellation of the City/HOME Loan Note, release and reconveyance of the
<br />City Deed of Trust, issuance of the Certificate of Completion, and termination of this
<br />Agreement.
<br />18.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder
<br />which would result as the repayment of principal and/or interest under the
<br />Loan.
<br />18.3 Reimbursement of City. Developer shall reimburse City immediately
<br />upon written demand for all costs reasonably incurred by City (including the reasonable
<br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contractors or employees of City) in connection with the
<br />enforcement of the Loan Documents and all related matters including all claims,
<br />demands, causes of action, liabilities, losses, commissions and other costs against which
<br />City is indemnified under the Loan Documents. Such reimbursement obligations shall
<br />bear interest from the date occurring twenty (20) days after City gives written demand to
<br />Developer and shall be secured by the City Deed of Trust. Such reimbursement
<br />obligations shall survive the cancellation of the City/HOME Loan Note, release and
<br />reconveyance of the City Deed of Trust, issuance of a Certificate of Completion, and
<br />termination of this Agreement
<br />19. INSURANCE, CASUALTY AND CONDEMNATION
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