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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 />16.2 Indemnity. Developer agrees to defend (by counsel satisfactory to City),
<br />indemnify and hold harmless the City and its respective officers, directors, employees
<br />and agents (collectively the "lndemnitees ") from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without limitation,
<br />attorneys' fees and court costs) arising from or relating to (i) this Agreement; (ii) the
<br />making of the Loan(s); (iii) a claim, demand or cause of action that any person has or
<br />asserts against Developer; (iv) any act or omission of Developer, any contractor,
<br />subcontractor or material supplier, engineer, architect or other person with respect to the
<br />Property; or (vi) the ownership, occupancy or use of the Property. Notwithstanding the
<br />foregoing, Developer shall not be obligated to indemnify City with respect to the
<br />consequences of any act of gross negligence or willful misconduct of City. Developer's
<br />obligations under this Section shall survive the cancellation of the City Loan Note,
<br />release and reconveyance of the City Deed of Trust, issuance of the Certificate of
<br />Completion, and termination of this Agreement.
<br />16.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation
<br />hereunder which would result as the repayment of principal and /or interest
<br />under the Loan.
<br />16.3 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 suvive the cancellation of the Loan Note, release and reconveyance of
<br />the City Deed of Trust, issuance of a Certificate of Completion, and termination of this
<br />Agreement
<br />17. INSURANCE, CASUALTY AND CONDEMNATION
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