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Deed of Trust; <br />(c) For violations of obligations with respect to rents for Restricted <br />Units, impose as liquidated damages a charge in an amount equal to the actual amount <br />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 approved by City) and <br />hold the City and its elected and appointed officers, officials, employees, agents, and <br />representatives (collectively, the Indemnitees" ) harmless from and against all liability, <br />loss, cost, expense (including without limitation attorneys' fees and costs of litigation), <br />claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, <br />fine, order, and damage (all of the foregoing collectively "Claims ") arising directly or <br />indirectly, in whole or in part, as a result of or in connection with Owner's construction, <br />management, or operation of the Property and the Project or any failure to perform any <br />obligation as and when required by this Agreement. Owner's indemnification <br />obligations under this Section 10 shall not extend to Claims resulting from the gross <br />negligence or willful misconduct of one or more Indemnitees. The provisions of this <br />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 OPA. <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 />contained herein or any right, power or remedy hereunder shall be construed as a <br />waiver of any other provision or any succeeding breach of the same or any other <br />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 />1865088.5 16 <br />