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<br />(b) Pursuant to the City Documents and the Agency Documents, accelerate <br />and declare the balance of the City Note and the Agency Note and interest accrued thereon <br />immediately due and payable; <br /> <br />(c) For violations of obligations with respect to rents for Restricted Units, <br />impose as liquidated damages a charge in an amount equal to the actual amount collected in <br />excess of the Qualifying Rent; <br /> <br />(d) Pursue any other remedy allowed at law or in equity. <br /> <br />Each of the remedies provided herein is cumulative and not exclusive. The Agency may <br />exercise from time to time any rights and remedies available to it under applicable law or in <br />equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this <br />Agreement. <br /> <br />10. Indemnification. Notwithstanding the insurance coverage required hereunder, Owner shall <br />defend, indemnify and hold the Agency, City and their respective officials, officers, directors, <br />employees, and agents (collectively, the "Indemnified Parties") harmless from and against any and <br />all losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other <br />expenses (including reasonable attorneys' fees) which an Indemnified Party may incur as a result <br />of (i) Owner's failure to perform any obligation as and when required by this Agreement; (ii) any <br />failure of Owner's representations or warranties to be true and complete in all material respects <br />when made; or (iii) any act or omission by Owner, or any of Owner's contractors, subcontractors, <br />agents, employees, licensees or suppliers with respect to the Project or the Property, except to the <br />extent that such losses are caused by the gross negligence or willful misconduct of such <br />Indemnified Party. Owner shall pay immediately upon an Indemnified Party's demand any <br />amounts owing under the indemnity provided under this Section. The duty of Owner to <br />indemnify includes the duty to defend the Indemnified Party in any court action, administrative <br />action, or other proceeding brought by any third party arising in connection with the Project or <br />the Property with counsel reasonably approved by Agency. Owner's duty to indemnify the <br />Indemnified Parties shall survive the expiration or earlier termination of this Agreement. <br /> <br />11. Miscellaneous. <br /> <br />11.1 Amendments. This Agreement may be amended or modified only by a written <br />instrument signed by the Parties. <br /> <br />11.2 No Waiver. Any waiver by Agency or City of any term or provision of this <br />Agreement must be in writing. No waiver shall be implied from any delay or failure by Agency <br />or City to take action on any breach or default hereunder or to pursue any remedy allowed under <br />this Agreement or applicable law. No failure or delay by Agency at any time to require strict <br />performance by Owner of any provision of this Agreement or to exercise any election contained <br />herein or any right, power or remedy hereunder shall be construed as a waiver of any other <br />provision or any succeeding breach of the same or any other provision hereof or a relinquishment <br />for the future of such election. <br /> <br />817718~5 <br /> <br />14 <br />