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9.2 Remedies. Upon the occurrence of an Event of Developer Default and its • <br /> continuation beyond any applicable cure period, City may proceed with any of the <br /> following remedies: <br /> (a) Bring an action for equitable relief seeking the specific performance <br /> of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing <br /> any violation of such terms and conditions, and/or seeking declaratory relief; <br /> (b) Accelerate and declare the balance of the Note and interest <br /> accrued thereon immediately due and payable and proceed with foreclosure under the <br /> 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 /> • <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 Owner's interest in 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 /> from the gross negligence or willful misconduct of one or more Indemnitees. The <br /> provisions of this Section 10 shall survive the expiration or earlier termination of this <br /> Agreement. It is further agreed that City does not and shall not waive any rights against <br /> Owner that it may have by reason of this indemnity and hold harmless agreement <br /> because of the acceptance by City, or the deposit with City by Owner, of any of the <br /> insurance policies 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 /> 18 650$%822$\1339451.3 16 <br />