Agmt 2009 Alameda County Allied Housing Program

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9.2 Remedies. If within the applicable cure period, Owner fails to cure a default or fails to commence to cure and diligently pursue completion of a cure, as applicable, or if a cure is not. possible, Agency and City may proceed with any of the following remedies: (a) Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; (b) Pursuant to the City Documents and the Agency Documents, accelerate and declare the balance of the City Note, the Additional City Note, and the Agency Note, and interest. accrued on all of the foregoing immediately due and payable; (c} For violations of obligations with respect to rents for Restricted Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Qualifying Rent; (d) Pursue any other remedy allowed at law or inequity. Each of the remedies provided herein is cumulative and not exclusive. The Agency and City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement. 10. Indemnification. Notwithstanding the insurance coverage required hereunder, Owner shall defend, indemnify and hold the Agency, Clty and their respective elected and appointed officials, officers, directors, employees, consultants, contractors and agents (collectively, the "Indemnltees") harmless from and against any and all losses, damages, liabilities, claims, demands, judgments, actions, court costs, and Legal or other expenses (including without limitation, reasonable attorneys' fees) which arise as a result of or in connection with: {i) Owner's failure to perform any obligation as and when required by this Agreement; (ii} any failure of Owner's representations or warranties to be true and complete in all material respects when made; or (iii) any act or omission by Owner, or any of Owner's contractors, subcontractors, agents, employees, licensees or suppliers with respect to the Project or the Property, except to the extent that such losses are caused by the gross negligence or willful misconduct of one or more Indemnltees. Owner shall pay immediately upon demand any amounts owing under the indemnity provided under this Section. The duty of Owner to indemnify includes the duty to defend the Indemnltees in any court action, administrative action, or other proceeding brought by any third party arising in connection with the Project or the Property with counsel reasonably approved by Agency and City. Owner's duty to indemnify the Indemnltees shall survive the expiration or earlier termination of this Agreement. 11. Miscellaneous. 11.1 Amendments. This Agreement maybe amended or modified only by a written instrument signed by the Parties. AMENDED AND RESTATED REGULATORY AGREEMENT 16 MISSION BELL APARTMENTS 1227466-8