KOTTINGER GARDENS PHASE 2 AGREEMENTS

"Loan" is defined in Recital D. "Loan Agreement" is defined in Recital B. "Marketing and Management Plan" is defined in Section 6.5. "MidPen" means MidPen Housing Corporation, a California nonprofit public benefit corporation. "Note" is defined in Recital E. "Rent Restricted" is defined in Section 2.1. "Restricted Unit" means a dwelling unit which is reserved for occupancy at an Affordable Rent by Eligible Households of specified household income levels as set forth in Sections 2.1 and 2.2 and Exhibit B. 2. Use and Affordability Restrictions. Owner hereby covenants and agrees, for itself and its successors and assigns, that the Property shall be used solely for the operation of a multifamily rental senior housing development in compliance with the Loan Agreement, the Ground Lease, and the requirements set forth herein. Owner represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Agreement, and Owner covenants that it shall not enter into any agreement that is inconsistent with such restrictions without the express written consent of City. 2.1 Senior Housing. Owner has elected to operate the Project as a senior housing development and as such to require all dwelling units in the Project except for the manager's unit to be occupied or held available for occupancy by households that include "elderly" or "senior" residents in accordance with applicable law. To the extent applicable, the Project will be operated at all times in accordance with (a) the Unruh Act, including without limitation California Civil Code Sections 51.2, 51.3, and 51.4; (b) the federal Fair Housing Act, 42 U.S.C. Section 3607(b) and 24 CFR 100.304; (c) the California Fair Employment and Housing Act, Government Code Section 12900 et seq., and (d) all other applicable laws and regulations. Owner shall develop and implement appropriate age verification procedures to ensure compliance with this Section 2. 1, and shall provide City with a copy of such verification procedures. Owner will indemnify, defend, and hold the Indemnitees harmless from all Claims arising out of Owner's failure to comply with applicable legal requirements related to housing for seniors. The indemnity provisions of this paragraph shall survive the expiration or other termination of this Agreement. 2.2 Affordability and Occupancy Requirements. Throughout the term of this Agreement (as defined in Section 4.1 below): (i) not less than twenty-six (26) of the residential units in the Project (i.e., 49% of the total number of units) shall be both Rent Restricted and occupied (or if vacant, available for occupancy) by Eligible Households whose gross household income is no greater than sixty percent (60%) of AMI; and (ii) the remaining units in the Project (except for the manager's unit which will not be subject to affordability or occupancy OAK #4821-6084-0273 v5