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<br />4879-3324-5885v3 <br />24 <br />to the extent arising from the gross negligence or willful misconduct of the Indemnitees, and (iv) <br />shall be subject to the additional provisions set forth in Section 10.1. <br /> <br />10.1 Terms Applicable to Indemnity Provisions. The terms set forth in this Section <br />10.1 shall apply to all provisions of this Agreement that pertain to Owner’s obligations to <br />indemnify City and the other Indemnitees, including without limitation, Sections 3.1, 3.10, and <br />10. In connection with each such provision, all of the following shall apply: <br /> <br />(a) City does not and shall not waive any rights that it may have by reason of any <br />indemnity and hold harmless provision set forth in this Agreement because of the acceptance by <br />City, or the deposit with City by Owner, of any of the insurance policies described in this <br />Agreement or the Ground Lease. <br /> <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), or limiting the personal liability of Owner, or any other party for <br />payment of all or any part of the indebtedness evidenced by the Note; (iv) the accuracy or <br />inaccuracy of any representation and warranty made by Owner under this Agreement or by <br />Owner or any other party under any City Document, (v) the release of Owner or any other <br />person, by City or by operation of law, from performance of any obligation under any City <br />Document; (vi) the release or substitution in whole or in part of any security for repayment of the <br />indebtedness evidenced by the Note; and (vii) City’s failure to properly perfect any lien or <br />security interest given as security for repayment of the indebtedness evidenced by the Note. <br /> <br />(c) The obligations of Owner to indemnify the Indemnitees shall survive any <br />repayment or discharge of the indebtedness evidenced by the Note, any foreclosure proceeding, <br />any foreclosure sale, any delivery of any deed in lieu of foreclosure, any release of record of the <br />lien of the Deed of Trust, and the termination or expiration of this Agreement. <br /> <br />11. Miscellaneous. <br /> <br />11.1 Amendments. This Agreement may be amended or modified only by a written <br />instrument signed by both Parties and recorded in the Official Records. <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 />Page 137 of 720