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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
<br />on, or occupancy or use of, the Property, whether arising from: (i) any defect in any
<br />building, grading, landscaping or other onsite or offsite improvement; (ii) any act
<br />or omission of Developer or any of Developer's agents, employees, independent
<br />contractors, licensees or invitees; or (iii) any accident on the Property or any fire or
<br />other casualty or hazard 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
<br />statement, survey, appraisal or insurance policy, City shall not be deemed to have
<br />warranted or represented the sufficiency or legal effect of the same, and no such
<br />acceptance or approval shall constitute a warranty or representation by City to
<br />anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel satisfactory to City), indemnify
<br />and save and hold harmless the Indemnitees 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 making
<br />of the Loan(s); (iii) a claim, demand or cause of action that any person has or asserts against
<br />Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material
<br />supplier, engineer, architect or other person with respect to the Property; or (vi) the
<br />ownership, occupancy or use of the Property. Notwithstanding the foregoing, Developer
<br />shall not be obligated to indemnify City with respect to the consequences of any act of
<br />gross negligence or willful misconduct of City. Developer's obligations under this Section
<br />shall survive the cancellation of the City Promissory 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 Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be
<br />personally liable for any indemnification obligation hereunder which would result in the
<br />repayment of principal and/or interest under the Loan.
<br />18.3 Reimbursement of City. Developer shall reimburse City immediately upon
<br />written demand for all costs reasonably incurred by City (including the reasonable fees and
<br />expenses of attorneys, accountants, appraisers and other consultants, whether the same are
<br />independent contractors or employees of City) in connection with the enforcement of the
<br />Loan Documents and all related matters including all claims, demands, causes of action,
<br />liabilities, losses, commissions and other costs against which City is indemnified under the
<br />Loan Documents. Such reimbursement obligations shall bear interest from the date
<br />occurring twenty (20) days after City gives written demand to Developer and shall be
<br />secured by the City Deed of Trust. Such reimbursement obligations shall survive the
<br />cancellation of the Loan Note, release and reconveyance of the City Deed of Trust, issuance
<br />of a Certificate of Completion, and termination of this Agreement
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