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