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Regulatory Agreement shall be deemed to create or construed to create a partnership, joint venture or any relationship other than that of a borrower and lender. 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; or (b) the failure at any time of any of Trustor’s representations or warranties to be true and correct in any material respect as of the date when made. Section 2.13 Remedies. Upon Trustor’s breach of any covenant or agreement of Trustor in the Regulatory Agreement or this Deed 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 and Trustor’s limited partner specifying; (1) the breach; (2) the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is received by Trustor (unless the Regulatory Agreement provides 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. City hereby agrees that any cure of any default made or tendered by one or more of Trustor's limited partners shall be deemed to be a cure by Trustor and shall be accepted or rejected on the same basis as if made or tendered by Trustor. 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. 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 ATTY/RESO.0029/CC RESO APPROVING ARCHITECTUAL PERMIT, TENTATIVE PARCEL MAP (920 SHASTA) - EXHIBIT C REV: 04-22-25 VR Page 215 of 224