BLP PREDEVELOPMENT LOAN AGREEMENT FOR PLEASANTON ASSISTED LIVING

City pursuant to Section 1.3 of this Agreement. If the Agreement is to be terminated under Section 1.5(b) or 1.5(c), the party that is terminating the Agreement shall give written notice to the other party. If the Agreement is terminated then the LDA and the Ground Lease shall also terminate. Section 1.6 Repayment of the Predevelopment Loan. The Predevelopment Loan shall be paid upon the following circumstances (the "Repayment Date"): (a) If Development Loan is Approved and Funded. If the City funds the City Development Loan, the outstanding principal amount of the Predevelopment Loan shall be included in the City Development Loan and repaid as provided in that Loan. (b) If Developer Defaults. In the event of a Default by the Developer under this Agreement (as defined in Section 3.1) that remains uncured after expiration of the applicable cure period, the principal amount of the Predevelopment Loan shall be immediately due and payable. Section 1.7 Forgiveness of Predevelopment Loan in Certain Circumstances. The City shall forgive the repayment of the Predevelopment Loan upon termination of this Agreement pursuant to Section 1.5(b) or 1.5(c) and if the Developer delivers and assigns the Documents to the City pursuant to Section 1.3 of this Agreement. Section 1.8 Term of Agreement. This Agreement shall have a term that commences as of the date of this Agreement and terminates upon the earliest of: (a) Termination of this Agreement pursuant to Section 1.5. (b) Repayment in full of the principal amount of the Predevelopment Loan as provided in Section 1.6. Section 1.9 Nonrecourse. This Loan shall be nonrecourse to Borrower and the Holder shall only be entitled to the security described in Section 1.3, and the Borrower shall not be personally liable for repayment under the Predevelopment Note.. ARTICLE 2. DEVELOPER OBLIGATIONS Section 2.1 Predevelopment Tasks and Schedule. The Developer shall perform the following tasks, among others, with the proceeds of the Predevelopment Loan. The tasks described below shall be completed no later than the dates set forth in the predevelopment schedule attached to this Agreement as Exhibit C. (a) Studies. The Developer shall cause preparation of engineering surveys, archeological site reviews, environmental and geological studies, and traffic studies as necessary for the proposed Development. 144\105\158870.8 3