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the term of the Affordable Housing Restrictive Covenant restricting the Affordable Units, or any other provision of this Agreement specified to survive termination of this Agreement as such may apply to the Qualified Designee. ARTICLE 2. PURPOSE AND OVERVIEW Section 2.1 Scope and Purpose of Agreement. The purposes of this Agreement, as more specifically set forth herein, is to: (1) effectuate and satisfy the Developer’s compliance with the requirements of the Ordinance with respect to the 901 El Camino Real Project; (2) implement the requirements of the Affordable Housing Plan and Relocation Plan; (3) govern the transfer and donation of the Affordable Site; and (4) set forth the expected preliminary requirements for the operation and maintenance of the Affordable Development. Section 2.2 Property. (a) Land Ownership as of Effective Date. As of the Effective Date, Shasta Storage, LLC, a California limited liability company and Butler Realty, LLC, a Delaware limited liability company, owns the Affordable Site. Under and pursuant to the terms of that certain Memorandum of Agreement of Purchase and Sale and Joint Escrow Instructions, dated August 20, 2021, Developer’s Affiliated Company KM-ECR LLC has the right to acquire the Affordable Site from Shasta Storage, LLC and Butler Realty, LLC. (b) Land Ownership Following the Close of Escrow. Pursuant to and in accordance with the terms of the Affordable Housing Plan, the Developer or the Developer’s Affiliated Company shall, in accordance with the terms of this Agreement, donate the Affordable Site to the Qualified Designee after acquiring the Affordable Site, such that following the Close of Escrow, the Qualified Designee shall hold fee title to the Affordable Site. Section 2.3 Satisfaction of Inclusionary Housing Obligation. (a) From and after the Close of Escrow transferring fee title to the Affordable Site from the Developer to the Qualified Designee, the Developer’s affordable housing related obligations under the Ordinance, the 901 El Camino Real Project Approvals and the Affordable Housing Plan shall be deemed satisfied with respect to the 901 El Camino Real Project. As agreed herein and as set forth in the Development Agreement, and except as otherwise set forth herein, the Developer’s failure (e.g., Developer’s refusal, or inability to, close escrow when the Qualified Designee is ready, willing and able to accept transfer under the Purchase Agreement and this Agreement) to transfer the Affordable Site to the Qualified Designee as contemplated hereunder shall give the City the right to revoke the 901 El Camino Real Project Approvals subject to a noticed public hearing before the City Council. A refusal or inability of the Qualified Designee to close escrow when the Developer is ready, willing and able to close escrow under the Purchase Agreement and this Agreement shall not be deemed a default of Developer, and Developer shall have the right to satisfy its obligations as set forth in Section 2.2(A)(1) of the Development Agreement and/or Sections 5.6(c) and 6.4 of this Agreement. ATTY/RESO.0029/CC RESO APPROVING ARCHITECTUAL PERMIT, TENTATIVE PARCEL MAP (920 SHASTA) - EXHIBIT C REV: 04-22-25 VR Page 9 of 224