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• <br /> 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 /> 1753724.4 17 <br />