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