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acceptance by City, or the deposit with City by Owner, of any of the insurance policies described <br /> in this Agreement. <br /> (b) Owner's obligation to indemnify the Indemnitees shall not be limited or impaired <br /> by any of the following: (i) any amendment or modification of any City Document; (ii)any <br /> extensions of time for performance required by any City Document; (iii) any provision in any of <br /> the City Documents limiting City's recourse to property securing the Secured Obligations (as <br /> defined in the Deed of Trust and the City HOME Deed of Trust), or limiting the personal liability <br /> of Owner, or any other party for payment of all or any part of the indebtedness evidenced by the <br /> Note or the City HOME Note; (iv)the accuracy or inaccuracy of any representation and warranty <br /> made by Owner under this Agreement or by Owner or any other party under any City Document, <br /> (v) the release of Owner or any other person, by City or by operation of law, from performance of <br /> any obligation under any City Document; (vi)the release or substitution in whole or in part of <br /> any security for repayment of the indebtedness evidenced by the Note or the City HOME Note; <br /> and(vii) City's failure to properly perfect any lien or security interest given as security for <br /> repayment of the indebtedness evidenced by the Note or the City HOME Note. <br /> (c) The obligations of Owner to indemnify the Indemnitees shall survive any <br /> repayment or discharge of the indebtedness evidenced by the Note or the City HOME Note, any <br /> foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and <br /> any release of record of the lien of the Deed of Trust or the City HOME Deed of Trust. <br /> ii. 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 /> any breach or default hereunder or to pursue any remedy allowed under this Agreement or <br /> applicable law. No failure or delay by City at any time to require strict performance by Owner of <br /> any provision of this Agreement or to exercise any election contained herein or any right,power <br /> or remedy hereunder shall be construed as a waiver of any other provision or any succeeding <br /> breach of the same or any other provision hereof or a relinquishment for the future of such <br /> election. <br /> 11.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to <br /> this Agreement shall be made in writing, and sent to the Parties at their respective addresses <br /> specified below or to such other address as a Party may designate by written notice delivered to <br /> the other parties in accordance with this Section. All such notices shall be sent by: (i)personal <br /> delivery, in which case notice is effective upon delivery; (ii)certified or registered mail,return <br /> receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is <br /> confirmed by a return receipt; or(iii) nationally recognized overnight courier, with charges <br /> prepaid or charged to the sender's account, in which case notice is effective on delivery if <br /> delivery is confirmed by the delivery service. <br /> 23 <br /> OAK #4832-3506-8205 v4 <br />