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<br />ARTICLE 5 <br />INDEMNITY REQUIREMENTS <br /> <br />5.1 Indemnity. Successor Agency shall defend hold harmless and indemnify City, its <br />officers, employees and agents from and against all claims, liability, cots, expenses, <br />loss or damages of any nature whatsoever, including reasonable attorney’s fees, arising <br />out of or in any way connected with its failure to perform its covenants and obligations <br />under this Agreement and any of its operations or activities related thereto, excluding <br />the willful misconduct or the gross negligence of the person or entity seeking to be <br />defended, indemnified, or held harmless. <br /> <br /> <br />ARTICLE 6 <br />DEFAULT AND REMEDIES <br /> <br />6.1 Events of Default. Each of the following events will constitute an event of default <br />(“Event of Default”) under this Agreement: <br /> <br />(a) Nonpayment. Failure of the Successor Agency to make payments pursuant <br />to Article 1 hereof. <br /> <br />(b) Failure to Perform. Successor Agency’s failure, neglect or refusal to perform <br />any promise, agreement, covenant or obligation contained in this Agreement, <br />after any applicable cure periods. <br /> <br />6.2 Declaring Default. Whenever any Event of Default has occurred, other than a <br />failure to pay any sums due, City shall give written notice of default to Successor <br />Agency. If the default is not cured within thirty (30) calendars after the Date of Default <br />(defined herein), or any extension approved in writing by City, City may enforce its rights <br />and remedies under Section 6.3 below. Any default that has occurred will be deemed to <br />commence on the date that written notice of default is effective pursuant to Section 7.2 <br />of this Agreement (the “Date of Default”). In the event of a default in the payment of <br />any payment when due, the Successor Agency shall have ten (10) calendar days from <br />the payment due date to cure such default whether or not City gives written notice. <br /> <br />6.3 Remedies. Upon the occurrence of any Event of Default, City, in addition to any <br />other remedies provided herein or by law, have the right, at its option without any further <br />demand or notice, to take one or any combination of the following remedial steps: <br /> <br />(a) declare that outstanding principal of the Loan, all interest accrued and <br />outstanding, and all other sums owing to City immediately due and payable, <br />and <br />