CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

6 8.2 Mortgagee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Property, and the purchaser at any trustee's sale or foreclosure sale (or transferee pursuant to a deed-in-lieu of foreclosure) shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee's sale or foreclosure sale (or deed-in-lieu of foreclosure). Promptly upon determining that a violation of this Agreement has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Property that such violation has occurred. As used herein, "First Lender" shall refer to a mortgagee under a mortgage or a beneficiary under a deed of trust that is first in priority under the recording statutes of the State of California over all other mortgages or deeds of trust encumbering the Property, and any insurer or governmental guarantor of such mortgage or deed of trust. Notwithstanding any other provision of this Agreement, in no event shall the use and affordability restrictions contained herein, or any other provision of this Agreement, impair the rights of the First Lender to cure a default under the loan terms, to foreclose on the Property, or to otherwise protect its interests under the mortgage. 9. Default and Remedies. 9.1 Events of Default. Owner's failure to cure any default in performance of Owner's obligations under this Agreement within thirty (30) days following City's delivery of a notice of default shall constitute an Event of Default hereunder and shall entitle the City to proceed with any of the remedies described below. Notwithstanding the foregoing, if the default is such that it is not reasonably capable of being cured within thirty (30) days, an Event of Default shall not arise hereunder if Owner commences to cure the default within 30 days and thereafter prosecutes the curing of such default to completion with due diligence and in good faith, but in no event later than ninety (90) days after receipt of City's notice of default or such longer period as City may agree to in writing. (a) 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 declaratory relief; (b) For violations of obligations with respect to rents for Restricted Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Qualifying Rent; (c) Pursue any other remedy allowed at law or in equity. 9.2 Remedies Cumulative. Each of the remedies provided herein is cumulative and not exclusive. City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement. 10. Indemnification. In the event that Owner elects to rent the Restricted Unit, then Owner shall defend (with counsel approved by City), indemnify and hold City and its officials, officers, directors, employees, and agents (collectively, the "Indemnified Parties") Page 203 of 344