AgdaPkt 2021.02.08 Joint SA PFA - Laserfiche WebLink

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6.B. - Page 53 of 113 13. Subordination. City will not withhold consent to reasonable requests for subordination of the Habitat Deed of Trust to deeds of trust provided for the benefit of third -party lenders providing construction and/or permanent financing for the Project that are identified in the approved Financing Plan as it may be updated with City approval , provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights and the rights set forth in Section 13.1 below. Developer agrees to use best efforts to cause requested subordination agreements to include the rights set forth in Section 13.1 below. Consistent with the requirements of State Density Bonus Law, this Agreement will not be subordinated except with City' s express prior written consent. 13.1 City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the Property or the Project, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach and such sum shall constitute a part of the indebtedness secured by the Deed of Trust. 14. Mortgagee Protection, No Impairment of Lien. No violation of any provision of this Agreement shall defeat or render invalid, or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument. The purchaser at any trustee's sale or foreclosure sale shall not be liable for any violation of any provision of this Agreement occurring prior to the acquisition of title by such purchaser; provided, however, any successor in interest to the Property or the Project shall be bound by and subject to this Agreement whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure , trustee's sale or otherwise, notwithstanding the subordination provisions included in Section 13 above. 15. Indemnification. To the fullest extent permitted by la w, the Developer shall indemnify , defend (with counsel approved by City), and hold the City and its elected and appointed officials, officers, employees and agents (collectively "indemnitees") harmless from and against any and all against all liability, loss, cost, expense (including without limitation reasonable attorneys ' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") that arise out of or in connection with the development, construction, marketing, and operation of the Project, the marketing or the sale of the BMR Units by Developer or Developer ' s employees or agents, and any failure by Developer or Developer' s employees or agents to perform any obligation as and when required by this Agreement, except to the extent such Claim arises from the grossly negligent or willful misconduct of the Indemnitees. Each party shall notify the other party immediately in writing of any claim or damage related to activities performed under this Agreement. The parties shall cooperate with each other in the investigation and disposition of any Claim arising out of the activities under this Agreement. The provisions of this Section shall survive the expiration of this Agreement, and any release of part or all of the Property from the burdens of this Agreement. IOMMi3WaVaa9:t 1619\01\2924770.1 10/9/2020 OAK #4847-7408-069700 ATTY/AGR.2020.305/Habitat for Humanity Greater San Francisco (Grant Agreement w/ Exhibits) (Page 49 of 109)