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requirements set forth in Exhibit C attached hereto and incorporated herein. Owner shall
<br />require all third-party contractors engaged in work on the Project to maintain a commercial
<br />liability policy in accordance with the requirements set forth in Exhibit C.
<br />4.8 INDEMNIFICATION. Owner shall indemnify, defend (with counsel reasonably
<br />acceptable to Agency), and hold harmless the Agency, the City, and their respective
<br />elected and appointed officials, officers, agents, and employees (collectively the
<br />Indemnitees"), from and against, and shall pay on demand, any and all losses, liabilities,
<br />damages, costs, claims, demands, penalties, fines, orders, judgments, injunctive or other
<br />relief, expenses and charges (including attorneys' fees and expenses of attorneys)
<br />(collectively "Liabilities") arising directly or indirectly in any manner in connection with or
<br />as a result of (a) any breach of Owner's covenants under the Loan Documents, (b) any
<br />failure of Owner's representations and warranties to be true and correct in all material
<br />respects when made, (c) injury or death to persons or damage to property or other loss
<br />occurring on the Property, whether caused by the negligence or any other act or omission
<br />of Owner or any other person or by negligent, faulty, inadequate or defective design,
<br />building, construction or maintenance or any other condition or otherwise, or (d) any claim,
<br />demand or cause of action, or any action or other proceeding, whether meritorious or not,
<br />brought or asserted against any Indemnitee which relates to or arises out of the Property,
<br />the Project, the Loan, the Loan Documents, or any transaction contemplated thereby, or
<br />any failure of Owner to comply with all applicable state, federal and local laws and
<br />regulations, including without limitation, applicable provisions of the California Building
<br />Standards Code, the Prevailing Wage Laws, and the Americans with Disabilities Act in
<br />connection with the construction or operation of the Project, provided that no Indemnitee
<br />shall be entitled to indemnification under this Section 4.8 for matters caused by such
<br />Indemnitee's grass negligence or willful misconduct. The obligations of Owner under this
<br />Section shall survive the expiration or termination of this Agreement, the making and
<br />repayment of the Loan, any release or reconveyance of the Deed of Trust, and any
<br />foreclosure proceeding, foreclosure sale, or delivery of a deed in lieu of foreclosure.
<br />4.9 Reserved.
<br />4.10 TAXES AND OTHER LIABILITIES. Owner shall pay and discharge when due
<br />any and all indebtedness, obligations, assessments, taxes, including federal and state
<br />payroll and income taxes which are the obligations of Owner in relation to the Project, the
<br />Property, or the Improvements except those that Owner may in good faith contest or as to
<br />which a bona fide dispute may arise, provided provision is make to the satisfaction of
<br />Agency for eventual payment thereof in the event that it is found that the same is an
<br />obligation of Owner.
<br />4.11 Reserved.
<br />4.13 HAZARDOUS MATERIALS.
<br />4.13.1 Covenants. Owner shall not cause or permit any Hazardous Materials
<br />(as defined below) to be brought upon, kept, stored or used in, on, or about the Property by
<br />Owner, or the agents, employees, contractors or invitees of Owner except for materials
<br />commonly used in construction activities similar to those related to the Project, or in the
<br />i t ~239s-z 9
<br />Commercial Rehabilitation Loan Program
<br />Owner Participation and Loan Agreement
<br />Form: 12-3-08
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