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<br />the City Documents (subject to the provisions of Section 1.8 hereof), (b) any failure of
<br />Borrower's representations and warranties to be true and correct in all material respects when
<br />made, (c) injury or death to persons or damage to property or other loss occurring on the
<br />Property, whether caused by the negligence or any other act or omission of Borrower or any
<br />other person or by negligent, faulty, inadequate or defective design, building, construction or
<br />maintenance or any other condition or otherwise, or (d) any claim, demand or cause of action, or
<br />any action or other proceeding, whether meritorious or not, brought or asserted against any
<br />Indemnitee which relates to or arises out of the Property, the Project, the Loan, the City
<br />Documents, or any transaction contemplated thereby, or any failure of Borrower to comply with
<br />all applicable state, federal and local laws and regulations, including without limitation,
<br />applicable provisions of the California Building Standards Code, Labor Code Section 1720 et
<br />seq. and the regulations adopted pursuant thereto ("Prevailing Wage Laws"), and the Americans
<br />with Disabilities Act in connection with the construction or operation of the Project, provided
<br />that no Indemnitee shall be entitled to indemnification under this Section for matters caused by
<br />such Indemnitee's gross negligence or willful misconduct. It is further agreed that City does not,
<br />and shall not, waive any rights against Borrower which it may have by reason of this indemnity
<br />and hold harmless agreement because ofthe acceptance by City, or the deposit with City, of any
<br />of the insurance policies described in the City Documents. The representations, warranties and
<br />covenants contained in this Section shall survive the expiration or termination of this Agreement,
<br />the making and repayment of the Loan, any release or reconveyance of the Deed of Trust, and
<br />any foreclosure proceeding, foreclosure sale, or delivery of a deed in lieu of foreclosure.
<br />
<br />4.9 NOTICE TO CITY. Within three business days after any of the following shall
<br />occur, Borrower shall provide written notice thereof to City:
<br />
<br />(A) the occurrence of any Event of Default hereunder of which Borrower
<br />acquires knowledge;
<br />
<br />(B) any change in name, identity, legal structure, business location, or address
<br />
<br />of Borrower;
<br />
<br />(C) any uninsured or partially uninsured loss affecting the Property or the
<br />Improvements through fire, theft, liability, or property damage in excess of an aggregate of Fifty
<br />Thousand Dollars ($50,000); and
<br />
<br />(D) Borrower's receipt of a notice of default under any mortgage or other
<br />financing document affecting the Property or the Improvements. Borrower shall use best efforts
<br />to ensure that City shall receive timely notice of, and shall have a right to cure, any Borrower
<br />default under any financing document affecting the Property or the Improvements and that
<br />provisions mandating such notice and allowing such right to cure shall be included in all such
<br />documents. City shall record a Request for Notice of Default and Sale. Borrower shall provide
<br />to City a copy of all notices of default that Borrower receives from the holder of any mortgage or
<br />other financing document affecting the Improvements or the Property.
<br />
<br />4.1 0 TAXES AND OTHER LIABILITIES. Borrower shall pay and discharge when
<br />due any and all indebtedness, obligations, assessments, taxes, including federal and state payroll
<br />and income taxes which are the obligations of Borrower in relation to the Project, the Property,
<br />
<br />818012-3
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