NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA AND LEGACY SQUARE, L. P. (2)

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community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer and Tenant hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Tenant's interest, and Developer's interest, if any, in the Leased Property is rendered less valuable thereby. Tenant and Developer hereby further declare their understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Leased Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 3. The Parties agree that the legal description set forth in Exhibit A of the DBA shall be deemed a reference to the leasehold interest in the Property and the Ground Lease establishing the Leased Property, and all rights and interests granted therein. 4. Tenant hereby affirms that it agrees and assumes all obligations of Developer as set forth in the DBA, and that Tenant is bound by the DBA, as amended herein, for all obligations of the Developer as set forth in the DBA. 5. Tenant and Developer each agree, for themselves and their respective successors and assigns that the entitlements and concessions set forth in the DBA are conditioned on the Ground Lease continuing in effect for a period of at least fifty five (55) years from the initial date of occupancy, as required by California Government Code § 65915 ("Statutory Affordability Period"), In the event the Ground Lease is terminated prior to the Statutory Affordability Period, or the Property is not operated in accordance with the affordability requirements for the duration of the Statutory Affordability Period, then the Project shall be in violation of the conditions of entitlement granted by the City, and the City shall have all rights and remedies available under law or equity. 6, Developer and Tenant agree to defend (with counsel of City's choosing), indemnify and hold harmless the City and its respective officers, officials, agents, employees, representatives, and vohuiteers (collectively, "Indemnitees") from and against any loss, liability, claims, or judgment arising from any act or omission of Developer or Tenant in connection with its obligations under the DBA or this Amendment, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 7. Except as amended herein, the DBA shall otherwise remain in full force and effect. The Parties hereby agree that this Amendment shall not constitute a novation of the DBA, and that this Amendment shall not affect the priority of the DBA as an encumbrance against the Leased Property as compared to liens or other encumbrances on the Property or Leased Property subsequent to the DBA. 8. This Amendment may be executed in one or more counterparts and as so executed shall constitute a single instrument. [Signatures on following page] -3- KH 1112350.3