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and restated ground lease dated as of February ] ] , 2021, with the owner of the Property, Santa
<br />Ana United Methodist Church, as fiirther amended, ("Ground Lease"), with respect to a portion
<br />of the Property, under which the Tenant has a valid leasehold interest in the Property ("Leased
<br />Property").
<br />E. With this Amendment, the Parties desire to amend the DBA to clarify that the
<br />covenants and obligations therein extend to and are only recorded against the Tenant's leasehold
<br />interest in the Property, and not the Fee Owner's interest in the property.
<br />NOW, THEREFORE, for and in consideration of the covenants, representations, warranties and
<br />agreements set forth in the DBA, as amended herein, and other good and valuable consideration,
<br />the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
<br />as follows:
<br />1. Section 4.1 of the DBA is deleted in its entirety and replaced with the following:
<br />4.1 Recordina of Documents. No later than issuance of building permits for the Project,
<br />Developer and the City shall record or cause to be recorded in the Official Records for Orange
<br />County, California, an executed original of this Agreement. City shall cooperate with Developer
<br />in promptly executing in recordable form this Agreement. Upon the date of recording, the terms
<br />and conditions of this Agreement shall be binding upon and run with the Leased Property and the
<br />Project. It is the express intent and agreement between the Parties that this Agreement shall
<br />remain binding and enforceable against the Leased Property, the Project, and the Units to ensure
<br />compliance with the State Density Bonus Law, City Density Bonus Law, and the City Housing
<br />Opportunity Ordinance, and to ensure the continued supply of Affordable Units in the Project.
<br />2, Section 8.2 of the DBA is deleted in its entirety and replaced with the following:
<br />8.2 Covenants Run with the Land. The Leased Property shall be held, sold, conveyed,
<br />hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions,
<br />and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable
<br />servitudes, liens and charges set forth in this Agreement shall run with the Leased Property and
<br />shall be binding upon Tenant and all persons having any right, title or interest in the Leased
<br />Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the
<br />benefit of City and its successors and assigns, and may be enforced by City and. its successors
<br />and assigns. The covenants established in this Agreement shall, without regard to technical
<br />classification and designation, be binding for the benefit and in favor of City and its successors
<br />and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein
<br />shall run in favor of City, without regard to whether City is or remains an owner of any land or
<br />interest therein to which such covenants relate. However, all such covenants and restrictions
<br />shall be deemed to run in favor of all real property owned by City which real property shall be
<br />deemed the benefited property of such covenants and this Agreement shall create equitable
<br />servitudes and covenants appurtenant, to all real property owned by City and running with the
<br />Leased Property in accordance with the provisions of Civil Code Section 1468. City is deemed
<br />the beneficiary of the terms and provisions of this Agreement and of the covenants running with
<br />the land, for and in its own right and for the purposes of protecting the interests of the
<br />-2_
<br />KH 1 1 12350.3
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