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41 <br />Westview House <br />City HOME Loan Agreement <br />(ii) Developer’s ownership or operation of the Project or any act <br />or omission of the Developer or any of its agents, contractors, servants, employees or <br />licensees in connection with the City/HOME Loan or the Project, the operation of the <br />Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct <br />or management of work done in or about, or from the planning, design, acquisition, <br />installation, operation or rehabilitation of, the Project or any part thereof; <br /> <br />(iii) any lien or charge upon payments by the Developer to the <br />City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), <br />assessments, impositions and other charges imposed on the City in respect of any portion <br />of the Project; <br /> <br />(iv) any violation of any environmental law, rule or regulation <br />with respect to, or the release of any toxic substance from the Project or any part thereof; <br /> <br />(v) any untrue or misleading statement of a material fact by the <br />Developer contained in any Loan Document or any of the documents or instruments <br />relating to said Loan Documents that the City relied upon in making the City/HOME Loan, <br />except to the extent such damages are caused by the gross negligence or willful misconduct <br />of such Indemnified Party. In the event that any action or proceeding is brought against <br />any Indemnified Party with respect to which indemnity may be sought hereunder, the <br />Developer, upon written notice from the Indemnified Party, shall assume the investigation <br />and defense thereof, including the employment and payment for counsel selected by the <br />Indemnified Party, and shall assume the payment of all reasonable expenses related thereto, <br />with full power to litigate, compromise or settle the same; provided that the Indemnified <br />Party shall have the right to review and approve or disapprove in its reasonable discretion <br />any such compromise or settlement; and, <br /> <br />(vi) Notwithstanding anything in this Section 18.2 to the <br />contrary, if judgment is entered against Developer and City by a court of competent <br />jurisdiction because of the concurrent active negligence of City or Indemnified Parties, <br />Developer and City agree that liability will be apportioned as determined by t he court. <br />Neither Party shall request a jury apportionment. <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, demands, <br />causes of action, liabilities, losses, commissions and other costs against which City is <br />indemnified under the Loan Documents. Such reimbursement obligations shall bear <br />interest from the date occurring twenty (20) days after City gives written demand to <br />Developer at the rate of Interest defined in the Note and shall be secured by the City Deed <br />of Trust. Such reimbursement obligations shall survive the cancellation of the City/HOME <br />Loan Note, release and reconveyance of the City/HOME Loan Deed of Trust, issuance of <br />a Certificate of Completion, and termination of this Agreement <br />EXHIBIT 3