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Section 6.3 Amendments.
<br /> No alteration or variation of the terms of this Agreement shall be valid unless made in
<br /> writing by the Parties.
<br /> Section 6.4 Indemnification.
<br /> (a) The Borrower shall indemnify, defend and hold the City harmless against
<br /> all claims made against it and expenses (including reasonable attorneys' fees) which arise out of
<br /> or in connection with the development, construction, marketing and operation of the Project,
<br /> except to the extent such claim arises from the negligence or willful misconduct of the City, its
<br /> agents, and its employees. The provisions of this Section 6.4 shall survive the expiration of the
<br /> Term and the reconveyance of the Deed of Trust.
<br /> (b) Borrower agrees to indemnify, protect, hold harmless and defend (by
<br /> counsel reasonably satisfactory to City) City, its boardmembers, officers, and employees from
<br /> and against all claims made against it and expenses (including, but not limited to, reasonable
<br /> attorneys' fees) arising directly or indirectly, in whole or in part, out of: (1) the failure during the
<br /> Term of Borrower or any employees, agents, contractors or subcontractors of the Borrower, other
<br /> than any indemnitee, to comply with any Hazardous Materials Law relating in any way
<br /> whatsoever to the handling, treatment, presence, removal, storage, decontamination, cleanup,
<br /> transportation or disposal of Hazardous Materials into, on, under or from the Property; (2) any
<br /> releases or discharges of any Hazardous Materials by Borrower or any employees, agents,
<br /> contractors or subcontractors of the Borrower, other than any indemnitee, occurring during the
<br /> Term into, on, under or from the Property, except for Hazardous Materials that existed in , on, or
<br /> under the Property prior to the execution of this Agreement; (3) any activity carried on or
<br /> undertaken on or off the Property during the Term by Borrower or any employees, agents,
<br /> contractors or subcontractors of Borrower, in connection with the handling, treatment, removal,
<br /> storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time
<br /> located or present on or under the Property. The provisions of this subsection shall survive
<br /> expiration of the Term and the reconveyance of the Deed of Trust. Notwithstanding the
<br /> foregoing, Borrower's duty to indemnify City under the provisions of this Section shall not
<br /> include any claims arising from any acts, omissions or events occurring subsequent or prior to a
<br /> Transfer. This indemnity obligation shall not extend to any claim arising from City's negligence
<br /> or willful misconduct.
<br /> Section 6.5 Non - Liability of City Officials, Employees and Agents.
<br /> No member, official, employee or agent of the City shall be personally liable to Borrower
<br /> in the event of any default or breach by the City or for any amount which may become due to
<br /> Borrower or its successor or on any obligation under the terms of this Agreement.
<br /> Section 6.6 No Third Party Beneficiaries.
<br /> There shall be no third party beneficiaries to this Agreement.
<br /> HELP Loan 13
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