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11.2.1 During the Affordability Tenn, Homebuyer Transfers the Property for a price in excess of an Affordable Sales Price or to a Transferee who does not qualify as a Moderate Income Household; 11.2.2 Homebuyer makes a Prohibited Transfer of title to or any interest in the Property without City's consent or in violation of this Agreement; 11.2.3 Homebuyer refinances any lien or encumbrance to which City Deed of Trust is subordinate (each such lien, a"First Lien") for a loan amount in excess of the then current loan balance secured by such lien or encumbrance and loan closing costs; 11.2.4 Homebuyer fails to occupy the Property as Homebuyer's principal residence or is in Default of any other obligation under the Affordable Housing Resale Restrictions; 11.2.5 Homebuyer has an Ownership Default violating any affordable housing terms or provisions of this Agreement. 12. COMPLIANCE WITH LAWS,• GOVERNING LAW. Homebuyer hereby agrees to comply with all applicable ordinances,rules, and regulations of City. Nothing herein is intended to be,nor shall it be deemed to be, a waiver of any City ordinance,rule, or regulation. This Agreement shall be governed by the laws of the State of California. Any legal action brought under this declaration must be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District. 13. INDEMNIFICATION. Homebuyer shall pay for, defend, indemnify and hold harmless City and the City and their respective officers, officials, agents, employees, representatives, and volunteers from and against any loss, liability, claim, or judgment relating in any manner to Homebuyer's use of the Property or Homebuyer's violation of this Agreement. Homebuyer shall remain fully obligated for the payment of taxes, liens and assessments related to the Property. There shall be no reduction in taxes for Homebuyer, nor any transfer of responsibility to City to snake such payments, by virtue of this Agreement. 14. INSURANCE, Homebuyer shall maintain,during the tenn of this Agreement,an all-risk property insurance policy insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall contain a statement of obligation on behalf of the carrier to notify the City of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or tenmination. Homebuyer shall transmit a copy of the certificate of insurance to City within thirty (30) days of the effective Date of this Agreement, and Homebuyer shall annually transmit to City a copy of the certificate of insurance, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. The copy of the certificate of insurance shall be transmitted to City at the Exhibit B Page 39 55394,00101\43721567.1