PLEASANTON HOUSING AUTHORITY BOARD OF DIRECTORS 02-16-16

WHEREAS, PHA previously requested HUD approval of the sale of the Disposition Property and HUD has, as documented in the letter from HUD to PHA dated February 26, 2015, as thereafter amended (as amended, the "Approval Letter"), agreed to such sale on the terms and conditions set forth in the Approval Letter and this Release; WHEREAS, HUD intends for the Disposition Property to be released from the Declaration of Trust at the time the Disposition Property is transferred to Purchaser; and WHEREAS, as a condition for the release of the Declaration of Trust, PHA and the City hereby agree to concurrently record in the official records of the county where the Disposition Property is located a Use Agreement acceptable to and as required by HUD. AGREEMENT NOW, THEREFORE, in consideration of the promises and covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Use of Disposition Property and Disposition Proceeds. Each of PHA and the City, for itself and for its successors and assigns, hereby covenants and agrees for the benefit of HUD that it shall concurrently record in the official records of the county where the Disposition Property is located a Use Agreement acceptable to and as required by HUD. 2. Release of Declaration of Trust. Upon recordation of this document, the Disposition Property described in Exhibit A is hereby discharged and fully released from the Declaration of Trust. 3. Incorporation of Recitals. The above recitals are incorporated herein by reference. 4. Governing Law. This Release shall be governed, construed and interpreted in accordance with the laws of the State of California, and the parties shall submit to the jurisdiction and venue of the courts of the State of California in the county where the Disposition Property is located in any legal proceeding necessary to interpret or enforce this Release. 5. No Negotiation. This Release is not subject to negotiation by PHA or any lender with a secured interest in the Disposition Property. 6. Severability. The invalidity or unenforceability of any clause, part or provision of this Release shall not affect the validity or enforceability of the remaining portions thereof. 7. Counterpart Signatures. This Release may be executed in any number of original counterparts, all of which evidence only one agreement, and only one of which need be produced for any purpose. Page 2 of 9