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[Name of Assignee] <br />[Assignee's Address] <br />[City] CA, [Zip] <br />Attention: [Insert Name] <br />7. Subordination. The restrictions imposed under the Affordable Housing Covenant <br />and assigned under this Agreement are land use restrictions required to comply with the <br />requirements under the City's Affordable Housing Ordinance and California Government Code <br />section 65915 and may not be subordinated. The City has no intent or obligation to subordinate <br />the Affordable Housing Covenant or this Agreement to any current or future financing or deeds of <br />trust. <br />8. Indemnification. To the full extent permitted by law, Assignor and Assignee shall <br />indemnify, defend at their own expense, and hold the City and its elected officials, officers, <br />employees and agents in their official capacity (collectively "Indemnitees") harmless against any <br />and all claims, suits, actions, losses, and liability of every kind, nature and description made against <br />it and expenses (including reasonable attorneys' fees) which arise out of or in connection with this <br />Agreement, including but not limited to the execution and enforcement of this Agreement, <br />marketing and operation of the Affordable Project, except to the extent such claim arises from the <br />grossly negligent or willful misconduct of the City or Indemnitees. Each Party shall notify the <br />other Party immediately in writing of any claim or damage related to activities performed under <br />this Agreement. The Parties shall cooperate with each other in the investigation and disposition of <br />any claim arising out of the activities under this Agreement, provided that nothing shall require <br />either Party to disclose any documents, records or communications that are protected under the <br />attorney-client privilege or attorney work product privilege. It being further understood by the <br />parties that the Assignor shall continue to be responsible to indemnify the City and Indemnitees <br />pursuant to Section 6.5 of the Affordable Housing Covenant for any liability arising prior to the <br />Effective Date and the Assignee is responsible to indemnify the City and Indemnitees pursuant to <br />Section 6.5 of the Affordable Housing Covenant for any liability arising from and after the <br />Effective Date. <br />9. Further Acts. Each of the parties, upon the request of any other, agrees to perform <br />such further acts and to execute and deliver such other documents as are reasonably necessary to <br />carry out the provisions of this Agreement. <br />10. Attorneys' Fees. In the event of any litigation arising out of the subject matter of <br />this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. <br />11. Inurement. This Agreement shall inure to the benefit of Assignor and Assignee, <br />and their respective successors, assigns, loan participants, parent corporations, subsidiaries, <br />affiliates, and successors -in -interest. <br />12. Goveniing Law and Venuc. This Agreement shall be governed by and construed <br />in accordance with the laws of the State of California. In the event any legal action is commenced <br />to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach <br />thereof, the venue for such action shall be the Superior Court of the County of San Mateo. <br />1199\09\2813169.3 <br />