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the limited partners reasonably determine that it is necessary to replace the general partner of <br />Owner in order to cure such default, then the cure period shall be extended until the date that is <br />sixty (60) days following the removal and replacement of the general partner of Owner, provided <br />that the limited partner(s) have promptly commenced and diligently proceeded with all requisite <br />actions to effect such removal and replacement, and such cure shall be accepted or rejected on <br />the same basis as if tendered by Owner. <br />9.2 Remedies. Upon the occurrence of an Event of Default and its continuation <br />beyond any applicable cure period, City may proceed with any of the following remedies: <br />(i) Bring an action for equitable relief seeking the specific performance of the <br />terms and conditions of this Agreement, and/or enjoining, abating, or preventing any <br />violation of such terms and conditions, and/or seeking declaratory relief; <br />(ii) For violations of obligations with respect to rents for Restricted Units, <br />impose a charge in an amount equal to the actual amount collected in excess of the <br />Affordable Rent; and <br />(iii) Pursue any other remedy allowed at law or in equity. <br />Each of the remedies provided herein is cumulative and not exclusive. The City may <br />exercise from time to time any rights and remedies available to it under applicable law or in <br />equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this <br />Agreement. <br />10. Indemnity. Owner shall indemnify, defend (with counsel approved by City) and hold <br />City and its elected and appointed officers, officials, employees, agents, and representatives <br />(collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense <br />(including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, <br />judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the <br />foregoing collectively "Claims") arising directly or indirectly, in whole or in part, as a result of <br />or in connection with Owner's construction, management, or operation of the Property and the <br />Project or any failure to perform any obligation as and when required by this Agreement. <br />Owner's indemnification obligations under this Section 0 shall not extend to Claims resulting <br />solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this <br />Section 0 shall survive the expiration or earlier termination of this Agreement. It is further <br />agreed that City does not and shall not waive any rights against Owner that it may have by <br />reason of this indemnity and hold harmless agreement because of the acceptance by City, or the <br />deposit with City by Owner, of any of the insurance policies described in this Agreement or the <br />DDA. <br />11. Miscellaneous. <br />11.1 Amendments. This Agreement may be amended or modified only by a written <br />instrument signed by both Parties. <br />11.2 No Waiver. Any waiver by City of any term or provision of this Agreement must <br />be in writing. No waiver shall be implied from any delay or failure by City to take action on <br />ATY/AGR/2017.218/RWC— BRADFORD — DDA <br />REV: 09-18-17 VR <br />Page 80 of 94 <br />