SANTA ANA GOLF, LLC (COURSECO, INC.)

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Contractor shall assign to City and City shall assume Contractor's obligations and shall defend and indemnify Contractor for obligations arising or accruing after such assumption under any loans and leases incurred or entered into by Contractor with respect to Furnishings and Equipment or supplies then in use at the Golf Course,provided that the following conditions are met unless waived by City: (i) Contractor shall have delivered to City written documentation acceptable to CITY showing that Contractor has fully performed its obligations under such loans and leases through the date City assumes such obligations, and (ii) with respect to any agreements in excess of one year or whose term extended beyond the expiration date of this Agreement, City shall have given its written approval to the agreement. • Contractor shall cooperate with City to ensure that City receives the benefit of its termination rights set forth in Article 8. 8.5 Remedies Cumulative. Neither the right of termination, nor the right to sue for damages, nor any other remedy available to a party under this Agreement shall be exclusive of any other remedy given under this Agreement or now or hereafter existing at law or in equity. In the event of Contractor's default as described in Section 8.1, if Contractor fails to cure the default by the date specified, City may elect to undertake the work that Contractor has failed to do or any work necessary or appropriate to diligently maintain the Golf Course. Should City elect to undertake such work, it shall serve Contractor written notice of its intent to enter the Premises and the exact nature of the work or correction it intends to perform. Contractor may void the notice by performing the work set forth in the City's notice and receiving City approval of said work.The performance of the foregoing work by City shall be at the sole expense of the Contractor and shall not be include as a Direct Cost. If City undertakes work pursuant to these procedures, City shall make a demand upon Contractor for payment of its costs. If Contractor failed to pay the costs incurred by City within thirty (30) days of the date the demand is made, City may bring legal action to collect the sums due and/or may deduct such costs from the Fixed Management Fee and Incentive Management Fee otherwise payable to Contractor. If legal action is necessary or appropriate to collect the amounts expended by City, Contractor shall pay City's attorney's fees and costs, court costs, and staff costs together from the date which is thirty(30) days of the date the demand is made. 8.6 Indemnification re Future Business. City shall indemnify and hold harmless Contractor and its officers, directors, and employees from all costs, expenses, claims, damages, and liabilities arising or resulting from the failure of City following the expiration or earlier termination (for whatever cause) of this Agreement to provide any of the services contracted for under this Agreement (or contracted for prior to the Commencement Date) relating to the management and operation of the Facility, which services are to be provided after the expiration or termination of this Agreement, including without limitation tournaments, banquets, meetings, and other group functions to be held at the Facility. ARTICLE 9 -TITLE MATTERS;ASSIGNMENT; SUBLETTING 9.1 Title to Facility. City covenants that, subject to the terms and conditions of this Article 9, throughout the term of this Agreement it will maintain full ownership interest in the -23-