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10.4 City's Remedies and Rights Upon an Event of Developer Default Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies. (a) Accelerate and declare the balance of the Note and interest accrued thereon immediately due and payable, (b) Seek specific performance to enforce the terms of the City Documents, (c) Foreclose on the Property pursuant to the Deed of Trust, (d) Terminate this Agreement pursuant to Section 10 3; and (e) Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and City's rights thereunder. 10 5 Developer's Remedies Upon an Event of City Default Upon the occurrence of an Event of City Default, in addition to pursuing any other remedy allowed at law or in equity or otherwise provided in this Agreement, Developer may bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking to obtain any other remedy consistent with the purpose of this Agreement, and may pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and Developer's nghts thereunder 10 6 Remedies Cumulative; No Consequential Damages Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding any contrary provision of this Agreement, a Party's right to recover damages in the event of a default shall be limited to actual damages and shall exclude consequential damages 10 7 Inaction Not a Waiver of Default No failure or delay by either Party in asserting any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor depnve either Party of its nghts to institute and maintain any action or proceeding which it may deem necessary to protect, assert or enforce any such rights or remedies in the same or any subsequent default. 10 8 Rights of Mortgagees Any rights of the City under this Article X shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments. 10 9 Rights of Limited Partners Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to the limited partner(s) in OAK#4822-6539-6013 v5 32