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LOAN AGREEMENT <br /> Pleasanton Assisted Living <br /> This Loan Agreement (the "Agreement") is entered into as of September 1, 2005, by and <br /> between the City of Pleasanton, a California municipal corporation ("City"), and BLP <br /> Partnership, Inc., a California nonprofit public benefit corporation ("Borrower"), with reference <br /> to the following facts: <br /> A. The Borrower intends to develop and operate an assisted living facility of <br /> approximately one hundred five (105) units (the "Project") on that certain real property located in <br /> the City of Pleasanton, more particularly described in Exhibit A attached hereto (the "Property"). <br /> B. The City and the Borrower are entering into a Ground Lease (the "Lease") <br /> pursuant to which the Borrower shall agree to develop and operate the Project and the City shall <br /> agree to lease the Property to the Borrower for fifty-five (55) years. <br /> C. The City intends to loan to the Borrower Two Million Four Hundred Ninety <br /> Thousand Dollars ($2,490,000) to finance the Project (the "Loan"). <br /> D. The Loan is derived from the City's Lower Income Housing Fund which is funded <br /> by inclusionary fees received by the City pursuant to Chapter 17.44 of the City Municipal Code. <br /> E. The City has previously loaned the Borrower Nine Hundred Forty-Nine Thousand <br /> Eight Hundred Five Dollars ($949,805) to finance certain predevelopment activities in <br /> connection with the Project (the "Predevelopment Loan"). This Loan is intended to supersede <br /> and cancel the Predevelopment Loan made to Borrower. All advances under the Predevelopment <br /> Loan shall be considered advances under this Loan. <br /> NOW, THEREFORE, the Parties agree as follows: <br /> ARTICLE 1 DEFINITIONS AND EXHIBITS <br /> Section 1.1 Definitions <br /> The following capitalized terms have the meanings set forth in this Section 1.1 wherever <br /> used in this Agreement, unless otherwise provided: <br /> (a) "Agreement" shall mean this Loan Agreement. <br /> (b) "Approved Development Budget" shall mean the proforma development budgets, <br /> including sources and uses of funds, as approved by the City, and attached hereto and <br /> incorporated herein as Exhibit B. <br /> (c) "Approved Financing" shall mean all of the following loans or other financial <br /> arrangements acquired by the Borrower and approved by the City for the purpose of financing <br /> the Project, in addition to the Loan. <br /> 1 <br /> 144V105\217525.16 <br />