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Section 2.12 Indemnity. Trustor agrees to defend (with counsel acceptable to Indemnitees), indemnify, and hold City and its elected and appointed officials, officers, employees, and agents ("Indemnitees") harmless from and against all losses, damages, liabilities, claims, actions, judgments, costs, and reasonable attorney's fees that the Indemnitees may incur as a direct or indirect consequence of: (a) Trustor's failure to perform any obligations as and when required by the Regulatory Agreement and this Deed of Trust subject to all applicable notice and cure periods; or (b) The failure of any of Trustor's representations or warranties contained in this Deed of Trust to be true and correct in all material respects when made. Section 2.13 Remedies.'Upon Trustor's breach of any covenant or agreement of Trustor in the Regulatory Agreement or this D-eed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, City, will mail by express delivery with delivery receipt, notice to Trustor specifying; (1) the breach; (2) the action required to cure such breach; (3) a date, not less than'fhirty--(30) days from the date the notice is received by Trustor (unless the Regulatory Agreement pfoVides for shorter or no notice) as shown on the return receipt, by which such breach is to be cured; and (4) if the breach is curable, that failure to cure such breach on or before the date specified in the notice may result in sale of the Security. The notice will also inform Trustor of Trustor's right to bring a court action to assert the nonexistence of default or any other defense of Trustor sale. City shall provide a copy of any such notice sent to Trustor to the limited partner of Trustor (`Tax Credit Investor") at the address provided to the City in writing. The City shall accept any cure tendered by Tax Credit Investor on the same basis as if such cure was tendered by the Trustor. If the breach is not cured on or before the date specified in the notice, City, at City's option, may: (a) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, City shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale. (b) commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof (c) deliver to Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924 et seq., as amended from time to time; or ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT— EXHIBIT H— DEED OF TRUST & SECURITY AGR REV: 10-22-24 VR Page7of15