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ARTICLE 17 DEFAULT AND REMEDIES Section 17.01. Default. If any Member shall default on any covenant contained in this Agreement, such default shall not excuse the defaulting Member from fulfilling its obligations under this Agreement and all Members shall continue to be liable for the performance of all conditions and covenants of the Agreement. Section 17.02. Enforcement of Agreement. The Members declare that this Agreement is entered into for the benefit•of the East Bay -Delta Housing Finance Agency and grant to the Agency the right to enforce, by whatever lawful means the Agency deems appropriate, all of the obligations of each of the Members. Section 17.03. Remedies Cumulative. Each and all of the remedies given to the Agency by this Agreement or by any law now or hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right of the Agency to exercise any or all other remedies. DEBTS AND LIABILITIES, INSURANCE AND INDEMNIFICATION Section 18.01. Debts and Liabilities. No Member shall be liable for any indebtedness of the Agency except that which is consented to by his or her City Council or Board of Supervisors. All persons dealing with or having a claim against the Agency are hereby notified that no Member is liable for the debts of the Agency. Section 18.02. Insurance. The Board shall maintain appropriate insurance to protect the Members from such liabilities and obligations. The cost of such insurance shall be paid by the Agency to the extent sufficient funds are available therefor. To the extent that the Agency does not have sufficient funds available to maintain such insurance, the cost thereof shall be borne equally by the Members. Section 18.03. Indemnification. Each of the Members shall defend, indemnify and hold each of the other Members and the Agency harmless from any and all claims, losses, suits, injuries, deaths, damages, costs and expenses (each, a "Claim including reasonable attorney fees, arising from or as a result of (in whole or in part), any acts, errors or omissions of the indemnifying Member or its officers, agents, servants, employees or contractors during the course of carrying out this Agreement, to the extent of such inde nd willful misconduct. The Agency shall defend, indemnify and holld Members eac of or Members from any and all Claims, including reasonable attomey fees, arising from or as a result of (in whole or in part), any acts, errors or omissions of the Agency or its officers, agents, servants, employees or contractors, to the extent of the Agency's negligence or willful misconduct. The indemnities granted under this Section shall extend to the officers, agents, servants, employees and contractors of each indemnified party. ARTICLE 19 MISCELLANEOUS PROVISIONS Section 19.01. Severability. If any part, term, or provision of this Agreement is determined by a court of law to be illegal or in conflict with any law of the State of California or otherwise unenforceable, the validity of the remaining parts, terms or provisions shall not be affected. 9