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<br /> 38 <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 /> <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 Loan Note, release and reconveyance of the City <br />Deed of Trust, issuance of the Certificate of Completion, and termination of this <br />Agreement. <br /> <br />18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its <br />partners, shall be personally liable for any indemnification <br />obligation hereunder which would result as the repayment of <br />principal and/or interest under the Loan. <br /> <br />18.3 Reimbursement of City. Developer shall reimburse City promptly upon <br />written demand for all costs reasonably incurred by City (including the reasonable fees <br />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 at the maximum rate allowed by law from the date occurring twenty (20) <br />days after City gives written demand to Developer and shall be secured by the City Deed <br />of Trust. Such reimbursement obligations shall survive the cancellation of the Loan Note, <br />release and reconveyance of the City Deed of Trust, issuance of a Certificate of <br />Completion, and termination of this Agreement. <br /> <br />19. INSURANCE, CASUALTY AND CONDEMNATION <br /> <br />19.1 Policies Required. While any obligation of Developer under the Loan <br />Documents remains outstanding, Developer shall maintain at Developer's sole expense, <br />with insurers either (i) admitted in California or (ii) are not admitted to California but <br />have an A.M. Best Rating of “A” or above and reasonably approved by the City, the <br />following policies of insurance in form and substance reasonably satisfactory to the City <br />Attorney: <br /> <br />(a) worker’s compensation insurance and any other insurance required <br />by law in connection with the construction; <br />EXHIBIT 3