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AAV MII:1kWJ
<br />invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon;
<br />and,
<br />(d) By accepting or approving anything required to be performed or given
<br />to Agency under the Loan Documents, including any certificate, financial statement,
<br />survey, appraisal or insurance policy, Agency shall not be deemed to have warranted or
<br />represented the sufficiency or legal effect of the same, and no such acceptance or approval
<br />shall constitute a warranty or representation by Agency to anyone.
<br />14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to
<br />Agency), 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) this Agreement; (ii) the making of the Loan(s); (iii) a claim, demand or cause of action
<br />that any person has or asserts against Developer; (iv) any act or omission of Developer,
<br />any contractor, subcontractor or material supplier, engineer, architect or other person with
<br />respect to the Property; or, (vi) the ownership, occupancy or use of the Property.
<br />Notwithstanding the foregoing, Developer shall not be obligated to indemnify Agency with
<br />respect to the consequences of any act of gross negligence or willful misconduct of Agency.
<br />Developer's obligations under this Section shall survive the cancellation of the Agency
<br />Promissory Note, release and reconveyance of the Agency Deed of Trust, issuance of the
<br />Certificate of Completion, and termination of this Agreement. Notwithstanding the
<br />foregoing, neither Developer, nor any of its partners, shall be personally liable for any
<br />indemnification obligation hereunder that would result as the repayment of principal and/or
<br />interest under the Loan.
<br />14.3 Reib„u„rSeent,,,,,,,,,,,,,,,,,,,o„f A enc„y,, Developer shall reimburse Agency
<br />immediately upon written demand for all costs reasonably incurred by Agency (including
<br />the reasonable fees and expenses of attorneys, accountants, appraisers and other
<br />consultants, whether the same are independent contractors or employees of Agency) in
<br />connection with the enforcement of the Loan Documents and all related matters, including
<br />all claims, demands, causes of action, liabilities, losses, commissions and other costs
<br />against which Agency is indemnified under the Loan Documents. Such reimbursement
<br />obligations shall bear interest from the date occurring twenty (20) days after Agency gives
<br />written demand to Developer and shall be secured by the Agency Deed of Trust. Such
<br />reimbursement obligations shall survive the cancellation of the Loan Note, release and
<br />reconveyance of the Agency Deed of Trust, issuance of a Certificate of Completion, and
<br />termination of this Agreement
<br />15. DEFAULTS AND REMEDIES
<br />15.1 Events of Default.
<br />The occurrence of any of the following, whatever the
<br />reason therefore which is not cured, shall constitute an Event of Default by Developer:
<br />(a) Developer fails to make any payment of principal or interest under the
<br />Agency Promissory Note when due, and such failure is not cured within ten (10) Business
<br />Days after Developer's receipt of written notice that such payment was not received when
<br />due;
<br />(b) Developer fails to perform any other obligation for the payment of
<br />money under any Loan Document, and such failure is not cured within ten (10) Business
<br />City Council 16 — 107 12/7/2021
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