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<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 D.
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<br />4.8 INDEMNIFICATION. Owner shall indemnify, defend (with counsel reasonably
<br />acceptable to City), and hold harmless the City and its elected and appointed officials,
<br />officers, agents, and employees (collectively the Indemnitees"), from and against, and
<br />shall pay on demand, any and all losses, liabilities, damages, costs, claims, demands,
<br />penalties, fines, orders, judgments, injunctive or other relief, expenses and charges
<br />(including attorneys’ fees and expenses of attorneys) (collectively “Liabilities”) arising
<br />directly or indirectly in any manner in connection with or as a result of (a) any breach of
<br />Owner’s covenants under the Loan Documents, (b) any failure of Owner’s representations
<br />and warranties to be true and correct in all material respects when made, (c) injury or death
<br />to persons or damage to property or other loss occurring on the Premises, whether caused
<br />by the negligence or any other act or omission of Owner or any other person or by
<br />negligent, faulty, inadequate or defective design, building, construction or maintenance or
<br />any other condition or otherwise, or (d) any claim, demand or cause of action, or any action
<br />or other proceeding, whether meritorious or not, brought or asserted against any
<br />Indemnitee which relates to or arises out of the Premises, the Project, the Loan, the Loan
<br />Documents, or any transaction contemplated thereby, or any failure of Owner to comply
<br />with all applicable state, federal and local laws and regulations, including without limitation,
<br />applicable provisions of the California Building Standards Code, the Prevailing Wage Laws,
<br />and the Americans with Disabilities Act in connection with the construction or operation of
<br />the Project, provided that no Indemnitee shall be entitled to indemnification under this
<br />Section 4.8 for matters caused by such Indemnitee's gross negligence or willful misconduct.
<br />The obligations of Owner under this Section shall survive the expiration or termination of
<br />this Agreement.
<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 and
<br />the Business, the Premises, or the Improvements except those that Owner may in good
<br />faith contest or as to which a bona fide dispute may arise, provided provision is make to the
<br />satisfaction of City for eventual payment thereof in the event that it is found that the same is
<br />an 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 Premises
<br />by 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 />operation and maintenance of the Premises and the Improvements, in each case in
<br />compliance with all applicable laws, and shall not cause any release of Hazardous
<br />Materials into, onto, under or through the Premises. If any Hazardous Material is
<br />discharged, released, dumped, or spilled in, on, under, or about the Premises and results in
<br />any contamination of the Premises or adjacent property, or otherwise results in the release
<br />DocuSign Envelope ID: 48E3EBFC-3FF5-4238-BC9E-4D8C2D3ECF64
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