Agmt 2013 Alameda Housing Associates LC

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6. The second, third and fourth paragraph of Section 3.7 of the Agreement are hereby deleted and replaced with the following: "Consistent with the Financing Plan, Developer agrees to apply for an allocation of 9% federal low-income housing tax credits. As an alternative to the foregoing, Developer may submit applications to the California Debt Limit Allocation Committee ("CDLAC") for an allocation that will permit the issuance of tax-exempt bonds to finance the Project and to the California Tax Credit Allocation Committee ("TCAC") for 4% federal and State low-income housing tax credits and/or for other sources of financing provided by the California Department of Housing and Community Development if the use of such alternate financing sources would not materially reduce the total financing sources for the Project, impair Developer's ability to repay the Loan, or delay the development schedule contemplated by this Agreement. Developer shall submit to the City copies of Developer's applications for tax credits and tax- exemptfinancing for the Project concurrently with Developer's submittal of such applications to TCAC and CDLAC, and as applicable, shall provide to City updates to the Financing Plan including updated schedules of sources and uses and updated development and operating pro formas,accompanied by evidence that all Project financing has been firmly committed by Developer,or lending institutions, subject only to commercially reasonable conditions." 7. Section 3.7.1 is hereby added to the Agreement: "Prop. IC Transit Oriented Development Grant Funds. Pursuant to the Transit Oriented Development Housing Grant Program, established pursuant to Part 13 of Division 31 of the Health & Safety Code, commencing with Section 53560 (the"TOD Grant Program"), the State -Department of Housing and Community Development("HCD") has agreed to provide a grant in the amount of up to $10,320,000 (the"TOD Grant")jointly to BRIDGE Housing Corporation, a California nonprofit public benefit corporation("BRIDGE") and City to finance the cost of certain capital improvements required for the Project. Developer pledges to comply with all requirements associated with the receipt and use of the TOD Grant and applicable to Developer or the Project, including without limitation, all applicable terms and conditions set forth in that certain Standard Agreement executed by and between HCD and City, the Disbursement Agreement to be executed by and among HCD, BRIDGE and City, and all other documents that HCD requires in connection therewith (collectively, the "HCD Documents"). If requested by Developer, City agrees to loan the TOD Grant funds to Developer pursuant to loan documents approved by HCD if required. Developer agrees to indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims arising in connection with any breach of any term or condition of the HCD Documents by Developer or any affiliate of Developer or any contractor, subcontractor, agent or employee of Developer or any affiliate of Developer. Developer's indemnification obligations under this Section 3.7.1 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 3.7.1 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement and/or the HCD Documents. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement. 1441221\1345333.2 3