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of the Project; <br />(iv) any violation of any applicable environmental law, rule or <br />regulation with respect to, or the release of any toxic substance from the Project or any part <br />thereof, <br />(v) any untrue or misleading statement of a material fact by the <br />Developer, which Developer knew or should have known to be untrue or misleading, that <br />is contained in any Loan Document or any of the documents or instruments relating to said <br />Loan Documents that the City relied upon in making the City/HOME-ARP Loan, except <br />to the extent such damages are caused by the active negligence or willful misconduct of <br />such Indemnified Party. In the event that any action or proceeding is brought against any <br />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 />(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 the 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 <br />City/HOME-ARP Loan Deed of Trust. Such reimbursement obligations shall survive the <br />cancellation of the City/HOME-ARP Loan Note, release and reconveyance of the <br />City/HOME-ARP Loan Deed of Trust, issuance of a Certificate of Completion, and <br />termination of this Agreement. <br />Subsequent to the making and disbursement of the City/HOME-ARP Loan, the Developer <br />shall pay for any subsequent revisions, transfers, extensions, renewals, modifications, <br />refinancing or "workouts," and providing estoppels or subordinations of the City/HOME- <br />ARP Loan (collectively, "Changes"), and in the exercise of any of City's rights or remedies <br />under this Agreement. The City will receive from Developer in connection with any request <br />by Developer for a Change, a nonrefundable fee in the amount of Five Hundred Dollars <br />($500) and Developer shall reimburse City for all of the City's reasonable out-of-pocket <br />45 <br />WISEPIace Permanent Supportive Housing <br />City HOME -ARP Loan Agmement <br />