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D. Pursue any other remedy allowed at law or in equity. <br /> Each of the remedies provided herein is cumulative and not exclusive. The <br /> Agency may exercise from time to time any rights and remedies available to it under <br /> applicable law or in equity, in addition to, and not in lieu of, any rights and remedies <br /> expressly provided in this Agreement. <br /> 10. Indemnity. Owner shall indemnify, defend (with counsel approved by Agency) <br /> and hold Agency, the City, and their respective elected and appointed officers, officials, <br /> employees, agents, and representatives (collectively, the "Indemnitees ") harmless <br /> from and against all liability, loss, cost, expense (including without limitation attorneys' <br /> fees and costs of litigation), claim, demand, action, suit, judicial or administrative <br /> proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively <br /> "Claims ") arising directly or indirectly, in whole or in part, as a result of or in connection <br /> with Owner's construction, management, or operation of the Property and the Project or <br /> any failure to perform any obligation as and when required by this Agreement. Owner's <br /> indemnification obligations under this Section 10 shall not extend to Claims resulting <br /> solely from the gross negligence or willful misconduct of lndemnitees. The provisions of <br /> this Section 10 shall survive the expiration or earlier termination of this Agreement. It is <br /> further agreed that Agency does not and shall not waive any rights against Owner that it <br /> may have by reason of this indemnity and hold harmless agreement because of the <br /> acceptance by Agency, or the deposit with Agency by Owner, of any of the insurance <br /> policies described in this Agreement or the Loan Agreement. <br /> 11. Miscellaneous. <br /> 11.1 Amendments. This Agreement may be amended or modified only by a <br /> written instrument signed by both Parties. <br /> 11.2 No Waiver. Any waiver by Agency of any term or provision of this <br /> Agreement must be in writing. No waiver shall be implied from any delay or failure by <br /> Agency to take action on any breach or default hereunder or to pursue any remedy <br /> allowed under this Agreement or applicable law. No failure or delay by Agency at any <br /> time to require strict performance by Owner of any provision of this Agreement or to <br /> exercise any election contained herein or any right, power or remedy hereunder shall <br /> be construed as a waiver of any other provision or any succeeding breach of the same <br /> or any other provision hereof or a relinquishment for the future of such election. <br /> 11.3 Notices. Except as otherwise specified herein, all notices to be sent <br /> pursuant to this Agreement shall be made in writing, and sent to the Parties at their <br /> respective addresses specified below or to such other address as a Party may <br /> designate by written notice delivered to the other parties in accordance with this <br /> Section. All such notices shall be sent by: <br /> 1582117.4 16 <br />