2018-725-E Housing - Community Home Trust development agreement Lexes Trail

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(c) The proposed loan documents comply with the requirements for a Permitted Mortgage set out in the attached Exhibit G: PERMITTED MORTGAGES, the terms, and conditions of which are incorporated herein by reference. Lessor, Lessee, each Permitted Mortgagee and their respective successors in interest may rely upon and shall be bound by the provisions of the “Permitted Mortgages” exhibit and any Permitted Mortgage approved by Lessor. Lessee will pay to Lessor at Lessor’s option, as additional Ground Lease Fee, all fees, costs, and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lessor in connection with any Permitted Mortgage. 8.2 REMOVAL OF CERTAIN PROVISIONS PURSUANT TO FORECLOSURE: In the event of foreclosure sale by a Permitted Mortgagee or the delivery of a conveyance to a Permitted Mortgagee in lieu of foreclosure in accordance with the provisions of the Lease, at the election of the Permitted Mortgagee the provisions of Article 10, sections 10.1 through 10.13 will be deleted and thereupon will be of no further force or effect as to only so much of the Security so foreclosed upon or transferred. 8.3 LESSOR’S RIGHT TO PROCEEDS IN EXCESS OF RESALE FORMULA PRICE: Lessee acknowledges that it would defeat Lessor’s goal of providing affordable housing for the long term if Lessee could realize more than the Resale Formula Price established in Article 10 as the result of the foreclosure of a Permitted Mortgage. Accordingly, Lessee irrevocably assigns to Lessor any and all rights Lessee might have in the proceeds of a foreclosure sale of the Leasehold Interest in excess of the Resale Formula Price after satisfaction of the lien of any Permitted Mortgagee. Lessee instructs the Permitted Mortgagee or any party conducting any sale to pay the amount of said excess proceeds directly to Lessor, but the Permitted Mortgagee and its trustee will have no liability to Lessor or Lessee for the failure to distribute excess proceeds to Lessor. If, for any reason, the excess proceeds are paid to Lessee, Lessee agrees to pay the amount of the excess proceeds to Lessor promptly. ARTICLE 9: Liability, Insurance, Damage and Destruction, Eminent Domain 9.1 LESSEE’S LIABILITY: Lessee assumes sole responsibility and liability to all persons and authorities related to the possession, occupancy, and use of the Leased Premises and will defend, indemnify, and hold Lessor harmless against all liability and claims of liability for injury or damage to person or property from any cause on or about the Leased Premises. Lessee waives all claims against Lessor for injury or damage arising from the Leased Premises except for claims arising out of Lessor’s gross negligence or intentional wrongdoing. 9.2 PAYMENT BY LESSOR: If Lessor is required to pay any sum that is the Lessee’s responsibility or liability, the Lessee will reimburse the Lessor for the payment and for reasonable expenses caused thereby. 9.3 INSURANCE: Lessee will keep all Improvements continuously insured against loss or damage by fire and other hazards for the full replacement value of the Improvements and will maintain premises liability insurance covering the Land and Improvements insuring Lessee against all liability assumed under this Lease, as well as all liability imposed by law. The hazard and liability insurance policies will name both Lessee and Lessor as “named insured’s” so as to DocuSign Envelope ID: 1C608BEC-B713-4BE4-9E53-CD92D598627F