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ATTACHMENT 2 Developer: Ridge View Commons II Associates, L.P. c/o Eden Housing, Inc. 22645 Grand Street Hayward, CA 94541 All notices so delivered, mailed or sent shall be deemed received as of the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the notice was returned as undeliverable. Either party may change its address for the purposes of this paragraph by giving prior written notice of the change to the other party in the manner provided in this Section 6. Any notice required under this Agreement that is sent by a Party shall be sent to, or contemporaneously copied to, all of the other Parties. Section 7. Assignment of Option. Developer may assign its rights and obligations under this Agreement to a nonprofit tax-exempt entity affiliated with and controlled by Developer or a partnership in which Developer or a limited liability company controlled affiliate of Developer serves as general partner and that is formed for the purpose of syndicating Low Income Housing Tax Credits to finance the Project. Such assignment shall be implemented pursuant to an Assignment and Assumption Agreement in form approved by and consented to by City. All other transfers by Developer shall require the prior written consent of City. Section 8. Non -Liability of Officials, Employees and A eg nts. No member, official, employee or agent of the City shall be personally liable to the Developer in the event of any default or breach of this Agreement by the City, or for any amount which may become due to the Developer or any of its successors in interest. Section 9. Bindin Eg ffect. This Agreement and its terms and conditions shall bind upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns. Section 10. Time. Time is of the essence of this Agreement. Section 11. Further Documents. Upon the reasonable request of the other Party, each Party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as maybe reasonably necessary in order to carry out the intent and purpose of this Agreement, including escrow instructions. Section 12. Commission. Each Party to this Agreement represents to the other Party that it has not engaged or used the services of any person, firm or corporation that may claim a broker's commission or finder's fee upon execution of this Agreement or the Ground Lease, and each Party to this Agreement agrees to hold the other Party harmless from any loss, damage, expense or liability, including attorney's fees, resulting from any claim by any person, firm or corporation based upon its having acted as broker or finder on behalf of said indemnifying Party. Section 13. Captions. The captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in the captions shall in no way be held OAK#4811-5363-1135 v2