BLP PARTNERSHIP LOAN AGREEMENT 9-1-2005

(i) California Housing Finance Agency HELP Loan in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the "CaIHFA Loan"), if awarded; (ii) City tax exempt installment sales financing and credit enhancement in the approximate amount of Nineteen Million Seven Hundred Thousand Dollars ($19,700,000) (the "Bond Loan"); and (iii) Such other loans as are approved in writing by the City. (d) "Bond Trustee" shall mean the trustee appointed pursuant to the Trust Agreement with respect to the Bond Loan. (e) "Borrower" shall mean BLP Partnership, Inc., a California nonprofit public benefit corporation. (f) "City" shall mean the City of Pleasanton, a California municipal corporation. (g) "Deed of Trust" shall mean the deed of trust that will encumber the Project to secure repayment of the Loan. (h) "Default" shall have the meaning set forth in Section 5.1 below. (i) "Hazardous Materials" shall mean the following: hazardous substance, hazardous waste, infectious waste, or hazardous material as defined in any federal, state or local statute, ordinance, regulation, or rule applicable to the Property, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) or Sections 25280 et seq., 25310 et seq., 25110 et seq., or 25500 et seq. of the California Health and Safety Code at such time; any other waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), Federal Water Pollution Control Act(33 U.S.C. Section 1251 et seq.), Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section 7401 et seq.), California Health and Safety Code (Section 25100 et seq.), or California Water Code (Section 13000 et seq.) at such time; and any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Property, including asbestos, asbestos- containing materials, radon gas, oil or any fraction thereof of petroleum products, but excluding any substances or materials used in the construction, development, maintenance or operation of the Project, so long as the same are used in accordance with all applicable laws. (j) "Hazardous Materials Law" shall mean all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Property or any portion thereof. (k) "HELP Loan" shall mean the California Housing Finance Agency HELP Loan made by City to Borrower as part of the Approved Financing. 2 144V105\217525.16