RecDoc2025-040037 Regulatory Agreement and Declaration of Restrictive Covenants 112 Vera Avenue

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(b) The provisions of this Section shall survive the expiration of the Term and any release of part or all of the Property from the burdens of this Agreement. 6.3 N Lice of Ex iration of Term. The Owner must comply with all notice requirements of Government Code Section 65863.10, Section 65863.11 and 65863.13, or successor statutes. The Owner shall also file a copy of any notices sent by the Owner pursuant to this Section with the City Manager. 6.4 Covenants to Run with the Land. The City and the Owner hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land, and shall bind all successors in title to the Development, provided, however, that on the expiration of the Term of this Agreement said covenants and restrictions shall expire, unless otherwise expressly stated herein. Each and every contract, deed or other instrument hereafter executed covering or conveying the Development or any portion thereof shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Development from the requirements of this Agreement. 6.5 Assignment. Owner shall not assign its obligations under this Agreement without the prior written consent of the City Manager, which shall not be unreasonably withheld or delayed. Owner shall not be released from any obligations under this Agreement unless and until the City receives a fully executed assignment and assumption agreement from the approved assignee, assuming all of Owner's obligations hereunder. Notwithstanding the foregoing, Owner has the absolute right to assign its rights, duties, and obligations under this Agreement for all or any portion of the Property, without City consent, to (a) any entity in which Owner or an affiliate controlled by Owner is responsible for the development of the Property, or (b) any transfer granting a security interest in the Property to a lender to secure the funds necessary for construction and/or permanent financing of the Development. As used in this Agreement, the term "affiliate" means an entity controlling, controlled by or under common control with the entity to which the term applies, whether by ownership, contract or voting control. As used in this Agreement, the term "control", "controlling", or "common control" shall mean ownership of at least 20% of the interest in the entity and the power to direct the day-to-day affairs or management of the entity. Owner and the entity to whom the rights are to be assigned must sign an assignment and assumption agreement and Owner must provide the City with a signed copy of an assignment and assumption agreement. Notwithstanding the above, the City hereby agrees and acknowledges that Owner's limited partner shall have the right to (i) remove and replace the Owner's general partners with general partners subject to the reasonable approval of the City, which approval shall not be unreasonably withheld, conditioned or delayed in the event of a default as set forth in the Owner's Amended and Restated Agreement of Limited Partnership and (ii) assign its limited partner interest to any party as permitted in the Partnership Agreement without the consent of the City. 6.6 Enforcement by the City_. Except as otherwise provided in this Agreement, if Owner fails to satisfy any of the Owner's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City, the City shall have the right to enforce this Agreement by any or all of the following actions, or any other remedy provided by law: REV: 04-03-25 LF ATTY/AGR.2025.060/112 Vera Ave., L.P. (REGULATORY AGREEMENT & RESTRICTIVE COVENANTS) (Page 15 of 22)