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invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; <br />and, <br /> <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 /> <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 /> <br />14.3 Reimbursement of Agency. 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 /> <br />15. DEFAULTS AND REMEDIES <br />15.1 Events of Default. 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 />EXHIBIT 4