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This Affordable Housing Regulatory Agreement and Declaration of Restnctive Covenants (this "Agreement") is entered into effective as of , 2017 ("Effective Date") by and between the City of Pleasanton, a municipal corporation ("City") and Kottinger Gardens Phase 2 Associates, L P , a California limited partnership ("Owner") The City and the Owner are collectively referred to herein as the "Parties " RECITALS A City owns the real property located in the City of Pleasanton, Alameda County, California, at 243-253 Kottinger Drive, known as Alameda County Assessor Parcel No 094- 0019-017), and more particularly described in Exhibit A attached hereto (the "Property"). B City and Owner have entered into a ground lease dated as of , 2017 (the "Ground Lease"), pursuant to which Owner will lease the Property from City for a term of seventy-five (75) years, demolish the existing improvements on the Property, and develop, own and operate an affordable senior housing development consisting of 54 apartments and related improvements (the "Project") in accordance with that certain unrecorded Affordable Housing Loan Agreement (the "Loan Agreement") dated as of the date hereof and executed by and between Owner and City. Capitalized terms used without definition herein shall have the meaning ascribed to such terms in the Loan Agreement A Memorandum of the Ground Lease will be recorded in the Official Records substantially concurrently herewith C The Loan Agreement provides that the Restricted Units to be developed on the Property will be required to be available to Eligible Households at Affordable Rents in accordance with this Agreement for a period of not less than the term of the Ground Lease E Subject to the terms and conditions set forth in the Loan Agreement, City has agreed to provide a loan to Owner in the original principal amount of$2,825,360 (the "Loan") to assist in financing development of the Project. As a condition precedent to the funding of the Loan, City requires the Project and Owner's leasehold in interest in the Property to be subject to the terms, conditions and restrictions set forth herein. F Pursuant to the Loan Agreement, Owner shall execute and deliver to City a Secured Promissory Note (the "Note") to evidence Owner's obligation to repay the Loan. The Note shall be secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing that shall be executed by Owner for the benefit of City (the "Deed off Trust") and recorded substantially concurrently herewithG The purpose of this Agreement is to satisfy the affordability requirements of the City's affordable housing program and to regulate and restrict the occupancy and rents of the Project's Restricted Units for the benefit of the Project occupants. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding upon Owner and Owner's successors and assigns for the full term of this Agreement. NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Definitions The following terms have the meanings set forth in this Section wherever 2 OAK #4B32-3506-8205 v4