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except for workers' compensation and employer's liability insurance, be primary,without right
<br /> of contribution from insurance of Catellus. Any umbrella liability policy or excess liability
<br /> policy(which shall be in"following form") shall provide that if the underlying aggregate is
<br /> exhausted, the excess coverage will drop down as primary insurance. The limits of insurance
<br /> maintained by Chevron's contractors, subcontractors, consultants, and subconsultants shall not
<br /> limit Chevron's liability under this Agreement.
<br /> (f) Proof of Coverage. Failure of Catellus to demand any certificates of
<br /> insurance or other evidence of compliance with the insurance requirements specified herein, or
<br /> failure of Catellus to identify a deficiency from evidence provided shall not be construed as a
<br /> waiver of the obligation of Chevron to require and document that each of its contractors,
<br /> subcontracts, consultants, and subconsultants secure and maintain insurance in accordance with
<br /> this Agreement. Acceptance of any certificates of insurance or other evidence of insurance by
<br /> Catellus does not constitute approval or agreement by Catellus that the insurance requirements
<br /> herein have been met, that the insurance policies evidenced are in compliance with such
<br /> requirements, or that such requirements are sufficient to fully protect Chevron from any liability
<br /> arising under this Agreement.
<br /> 6. Liens. Chevron shall promptly pay when due all costs and charges associated
<br /> with the Work and shall take all steps necessary to avoid the filing of any mechanics or
<br /> materialmens liens (and/or delivery of stop notices) against the Property as a result of the Work.
<br /> In the event any such liens(and/or stop notices) shall be filed against the Property or delivered to
<br /> Catellus, Chevron shall cause the same to be paid, discharged,released and satisfied and/or
<br /> bonded of record within five(5)business days of the earlier of the filing or delivery of the same.
<br /> To the extent any such lien is not removed or bonded over to Catellus' reasonable satisfaction, j
<br /> Catellus may remove or bond over the same, and all costs or expenses incurred by Catellus shall
<br /> be reimbursed by Chevron, and if not reimbursed within ten(10)business days after receipt of
<br /> written notice, shall accrue interest at eighteen percent(18%) per annum until so reimbursed.
<br /> 7. Indemnification and Release. Effective upon the Effective Date, Chevron shall
<br /> indemnify,protect, hold harmless, and defend (with counsel selected by Catellus) Catellus, its
<br /> parent, subsidiaries, and affiliates, and their respective predecessors, successors, transferees,
<br /> assigns, lenders, officers, directors,partners,members, managers, employees, agents and
<br /> representatives, and each of them, in all capacities, including individually(collectively, the
<br /> "Catellus Entities"), from and against all claims, costs,damages (including, consequential
<br /> damages), fines,judgments,penalties, losses, liabilities or expenses suffered or incurred by the
<br /> Catellus Entities, or any of them, arising directly or indirectly out of or as a consequence of the
<br /> Work conducted at, on, under or about the Property(collectively, "Liabilities"). In addition,
<br /> Chevron hereby forever and unconditionally waives, relinquishes and remises, and discharges
<br /> and releases the Catellus Entities, or any of them, from any and all Liabilities, claims, damages,
<br /> causes of action,penalties and liabilities for costs and expenses (including, without limitation,
<br /> attorneys', consultants', and experts' fees) incurred in performance of the Work.
<br /> �I
<br /> 8. Restoration of Property. Upon completion of the Work or expiration or earlier
<br /> termination of the License granted by this Agreement, Chevron at its sole cost and expense shall
<br /> remove from the Property all Wastes, drill cuttings or any other materials, equipment or other
<br /> C.Uoc.mnu YAS..ti.6rAWIS.bnY'7. C.Wfk Am..ArI 5
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