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Agreement to deeds of trust provided for the benefit of lenders identified in the <br /> Financing Plan approved in connection with the DDA, provided that the instruments <br /> effecting such subordination include reasonable protections to the City in the event of <br /> default, including without limitation, extended notice and cure rights. Consent to <br /> requests for subordination may be granted by the City Manager. <br /> 12. Enforcement; Events of Default; Remedies. An Event of Default under this <br /> Agreement shall occur if Owner fails to fulfill or perform any obligation required to be <br /> fulfilled or performed hereunder and Owner fails to cure such default within thirty (30) <br /> days after receipt of written notice thereof (or in the case of a default that cannot be <br /> cured within such period, the failure to commence to cure such default within thirty (30) <br /> days following receipt of such notice and thereafter to proceed with due diligence to <br /> cure such default within ninety (90) days following receipt of such notice). Upon the <br /> occurrence of an Event of Default hereunder, the City may pursue all remedies <br /> available at law or in equity, expressly including the right to bring an action for equitable <br /> relief seeking the specific performance of the terms and conditions of this Agreement, <br /> and/or seeking declaratory relief. The remedies afforded hereunder are cumulative. <br /> Failure to provide notice of any default shall not constitute a waiver of such default. <br /> 13. 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 any <br /> performance or failure to perform any obligation as and when required by this <br /> Agreement by or on behalf of Owner or its employees, agents, contractors, or <br /> consultants. Owner's indemnification obligations under this Section 13 shall not extend <br /> to Claims resulting solely from the gross negligence or willful misconduct of <br /> Indemnitees. The provisions of this Section 13 shall survive the expiration or earlier <br /> termination of this Agreement. <br /> 14. Miscellaneous. <br /> 14.1 Amendments. This Agreement may be amended or modified only by a <br /> written instrument signed by both Parties. <br /> 14.2 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 /> 6 <br />