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Exhibit C FORM OF ESTOPPEL CERTIFICATE The undersigned understands that the City of Pleasanton, a municipal corporation ("City") intends to purchase the property known as Pleasanton Gardens and located at 251 Kottinger Drive in the City of Pleasanton, California(the "Property"), and to lease the Property to . L P , a California limited partnership (the "Partnership") In connection with the purchase and lease of the Property, the City, MidPen Housing Corporation, a California nonprofit public benefit corporation ("MidPen"), and the Partnership have requested Pleasanton Gardens, Inc , a California nonprofit corporation ("Owner") to provide this Estoppel Certificate Owner hereby certifies to the City, MidPen, and the Partnership as follows 1 Owner has provided to City a complete and accurate rent roll for the Property ("Rent Roll") that includes for each residential tenant the tenant's name. premises occupied, monthly rent, amount of security deposit, amount of any other deposit (e g key deposit, cleaning deposit), amount of prepaid rent (including last month's rent if applicable), date, and term of lease or rental agreement 2 Except as stated in the Rent Roll, no tenant of the Property has paid prepaid rent 3 Except as stated in the Rent Roll. no tenant of the Property is entitled to a return of any security deposit or other deposit 4 Owner has provided to City complete and accurate copies of all tenant leases and rental agreements affecting the Property, including all amendments and modifications, and there are no other written or verbal amendments, modifications or supplements to any lease or rental agreement affecting the Property 5 Except as stated in the Rent Roll, no tenant of the Property has a right to extend or renew the term of any lease or rental agreement affecting the Property 6 To Owner's current actual knowledge, no tenant of the Property has a defense or offset to such tenant's obligation to pay rent pursuant to such tenant's lease or rental agreement 7 As of the date of this Certificate, Owner has neither sent nor received any notice of default under any lease or rental agreement affecting the Property that remains uncured, and to the best of Owner's knowledge. neither Owner nor any tenant of the Property has committed any breach under the any lease or rental agreement, which alone or with the passage of time, the giving of notice, or both would constitute a default under the Lease, except as follows 23 OAK#4845-6421-9189 v5 I ,