209 WEST CIVIC CENTER, LLC, KNOWN AS CARIBOU INDUSTRIES, INC.

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Ito grip ' .:i ; QUIRED °FOCER) AT THE REQUEST OF AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk Return ORIGINAL executed copy to COTC, M-30 A-2020-164-03 No recording fee required; this document is exempt from fee pursuant to Section 6103 of the California Government Code HOTEL COVENANT THIS I.INF FOR RFCORr1FR'S IISF For a valuable consideration, receipt of which is hereby acknowledged: The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), granted to 209 West Civic Center, LLC, a California limited liability company ("Grantee" or "Developer"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property") pursuant to the Grant Deed recorded against the Property at the same time as this Hotel Covenant. 1. The Property was conveyed in accordance with and subject to that certain Purchase and Sale Agreement ("Agreement") dated August 13, 2020, entered into between Grantor and Grantee, a copy of which is on file with the City at its offices as a Public Record and which is incorporated herein by reference. The Agreement requires the Developer to construct and meet other requirements as set forth therein. All defined terms used herein shall have the same meaning as those used in the Agreement. 2. The Agreement acknowledges and agrees that the Property is quitclaimed by the City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date of recordation of this Hotel Covenant, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property. 3. As provided in the Agreement, Grantee shall, subject to Unavoidable Delay, submit all applications necessary for hotel Project Entitlements within one (1) year of the Close of Escrow, and shall complete development of the Property as a hotel in accordance with plans and specifications approved by Grantor within five (5) years of the Project Entitlement Date, and subject to the terms of the Agreement. 3.1. If Grantee does not submit the required applications for Project Entitlements within one (1) year of the Close of Escrow, then the five (5) year timeline to complete construction -I-