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<br />EXHIBIT 3 <br />Loan Documents that the City relied upon in making the Loan; except to the extent such <br />damages are caused by the active negligence or willful misconduct of such Indemnified <br />Party. In the event that any action or proceeding is brought against any Indemnified Party <br />with respect to which indemnity may be sought hereunder, the Developer, upon written <br />notice from the Indemnified Party, shall assume the investigation and defense thereof, <br />including the employment and payment for of counsel selected by the Indemnified Party, <br />and shall assume the payment of all expenses related thereto, with full power to litigate, <br />compromise or settle the same; provided that the Indemnified Party shall have the right to <br />review and approve or disapprove any such compromise or settlement. <br />25.2. Time. Time is of the essence in these Restrictions. <br />25.3. Construction. Except where the context otherwise requires, words <br />imparting the singular number shall include the plural number and vice versa, words <br />imparting persons shall include firms, associations, partnerships and corporations, and <br />words of either gender shall include the other gender. <br />25.4. Waiver of Jury Trial. Unless prohibited by Federal, State or local laws, <br />each party to these Restrictions hereby expressly waives any right to trial by jury of any <br />claim, demand, action or cause of action arising under any Loan Document or in any way <br />connected with or related or incidental to the dealings of the parties hereto or any of them <br />with respect to any Loan Document, or the transactions related thereto, in each case <br />whether now existing or hereafter arising, and whether sounding in contract or tort or <br />otherwise; and each party hereby agrees and consents that any such claim, demand, action <br />or cause of action shall be decided by court trial without a jury, and that any party to these <br />Restrictions may file an original counterpart or a copy of this section with any court as <br />written evidence of the consent of the parties hereto to the waiver of their right to trial by <br />jury. <br />25.5. Nonliability. By accepting or approving anything required to be performed <br />or given to City under these Restrictions, City shall not be deemed to have warranted or <br />represented the sufficiency or legal effect of the same, and no such acceptance or approval <br />shall constitute a warranty or representation by City to anyone. <br />25.6. Obligations Unconditional and Independent. Notwithstanding the existence <br />at any time of any obligation or liability of City to Developer, or any claim by Developer <br />against City, in connection with these Restrictions or otherwise, Developer hereby waives <br />any right it might otherwise have: (a) to offset any such obligation, liability or claim against <br />Developer’s obligations under these Restrictions; or (b) to claim that the existence of any <br />such obligation, liability or claim excuses the nonperformance by Developer of any of its <br />obligations under these Restrictions. <br />21 <br />WISEPlace Permanent Supportive Housing <br />City HOME-ARP Affordability Restrictions on Transfer of Property