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such matters and acknowledges that any review, inspection, supervision, approval or
<br />information supplied to Developer by Agency in connection with such matters is solely for
<br />the protection of Agency, and that neither Developer nor any third party is entitled to rely
<br />on it;
<br />(b) Notwithstanding any other provision of any Loan Document: (i)
<br />the Agency is not a partner, joint venture, alter -ego, manager, controlling person or other
<br />business associate or participant of any kind of Developer, and Agency does not intend to
<br />ever assume any such status; (ii) Agency's activities in connection with the Loan shall not
<br />be "outside the scope of the activities of a lender of money" within the meaning of
<br />California Civil Code Section 3434, as modified or recodified from time to time, and
<br />Agency does not intend to ever assume any responsibility to any person for the quality or
<br />safety of the Property; and, (iii) Agency shall not be deemed responsible for or a participant
<br />in any acts, omissions or decisions of Developer;
<br />(c) Agency shall not be directly or indirectly liable or responsible for
<br />any loss or injury of any kind to any person or property resulting from any construction on,
<br />or occupancy or use of, the Property, whether arising from: (i) any defect in any building,
<br />grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees or
<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
<br />given 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 />18.2 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.
<br />18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation hereunder that would
<br />result as the repayment of principal and/or interest under the Loan.
<br />80A-125
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