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terms and conditions of this Agreement, and /or enjoining, abating, or <br />preventing any violation of such terms and conditions, and /or seeking <br />declaratory relief; <br />B. Accelerate and declare the balance of the Note and interest accrued <br />thereon immediately due and payable and proceed with foreclosure under <br />the Deed of Trust; <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 <br />amount collected in excess of the Affordable Rent; <br />D. Pursue any other remedy allowed at law or in equity. <br />Each of the remedies provided herein is cumulative and not exclusive. The City <br />may exercise from time to time any rights and remedies available to it under applicable <br />law or in equity, in addition to, and not in lieu of, any rights and remedies expressly <br />provided in this Agreement. <br />10. Indemnity Owner shall indemnify, defend (with counsel reasonably approved by <br />City) and hold City, and its elected and appointed officers, officials, employees, agents, <br />and representatives (collectively, the "Indemnitees ") harmless from and against all <br />liability, loss, cost, expense (including without limitation attorneys' fees and costs of <br />litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, <br />deficiency, fine, order, and damage (all of the foregoing collectively "Claims ") arising <br />directly or indirectly, in whole or in part, as a result of or in connection with Owner's <br />rehabilitation, management, or operation of the Property and the Project or any failure to <br />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 Indemnitees. The provisions of <br />this Section 10 shall survive the expiration or earlier termination of this Agreement. It is <br />further agreed that City 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 City, or the deposit with City by Owner, of any of the insurance policies <br />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 City of any term or provision of this Agreement <br />must be in writing. No waiver shall be implied from any delay or failure by City to take <br />action on any breach or default hereunder or to pursue any remedy allowed under this <br />Agreement or applicable law. No failure or delay by City at any time to require strict <br />performance by Owner of any provision of this Agreement or to exercise any election <br />1753724.3 1-7 <br />