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23. The covenants and agreements contained herein shall run with the land and not be
<br />personal obligations of Developer. Upon the sale, conveyance or other transfer of the
<br />leasehold interest in the Property (a "Transfer") and the assumption of the obligations
<br />hereunder by a transferee, Developer's liability for performance shall be terminated as to
<br />any obligation to be performed hereunder after the date of such Transfer.
<br />24. The Loan Agreement and all of its attachments shall be enforceable by City in
<br />accordance with the terms thereof. Each of the Loan Agreement, the Affordability
<br />Restrictions on Transfer of Property, the City/HOME-ARP Loan Note and the
<br />City/HOME-ARP Deed of Trust provide a means of enforcement by the City if Developer
<br />is in breach of its obligations hereunder and thereunder, including liens on the Property,
<br />use and deed restrictions and covenants running with the land [24 CFR 92.504].
<br />25. Additional Terms.
<br />25.1. Indemnity. To the fullest extent permitted by law, the Developer agrees to
<br />indemnify, hold harmless and defend the City and its elected officials, officers, governing
<br />members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from
<br />and against any and all losses, damages, claims, actions, liabilities, costs and expenses of
<br />any and every conceivable nature, kind or character (including, without limitation,
<br />reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and
<br />amounts paid to discharge judgments) to which the Indemnified Parties, or any of them,
<br />may become subject to under any statutory law (including federal or state securities laws)
<br />or at common law or otherwise, arising out of or based upon or in any way relating to:
<br />(a) these Restrictions or the execution or amendment thereof in
<br />connection with the transactions contemplated thereby;
<br />(b) Developer's ownership of a leasehold interest in or operation of the
<br />Property and the Project or any act or omission of the Developer or any of its agents,
<br />contractors, servants, employees or licensees in connection with the Property and the
<br />Project, the operation of the Project, or the condition, environmental or otherwise,
<br />occupancy, use, possession, conduct or management of work done in or about, or from the
<br />planning, design, acquisition, installation, operation or rehabilitation of, the Project or any
<br />part thereof,
<br />(c) any lien or charge upon payments by the Developer to the City, or
<br />any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments,
<br />impositions and other charges imposed on the City in respect of any portion of the Project;
<br />(d) any violation of any applicable environmental law, rule or regulation
<br />with respect to, or the release of any toxic substance from, the Property or the Project or
<br />any part thereof; or
<br />(e) 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
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<br />WISEPlace Permanent Supportive Housing
<br />City HOME -ARP Affordability Restrictions on Transfer of Property
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