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This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of , 20_ ("Effective Date") by and between the City of Pleasanton, a municipal corporation ("City") and , 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, located on Stanley Boulevard, consisting of approximately 1.64 acres, known as Alameda County Assessor Parcel No. , and more particularly described in Exhibit A attached hereto (the "Property"). B. City and Owner have entered into a ground lease dated as of the date hereof (the "Ground Lease"), pursuant to which Owner will lease the Property from City for a term of seventy-five (75) years, and develop, own and operate an affordable special needs housing development consisting of 31 apartments and related improvements (the "Project") in accordance with the Ground Lease and that certain unrecorded Disposition, Development, and Loan Agreement (the "Loan Agreement") dated as of , 2018 and executed by and between Owner and City. A Memorandum of the Ground Lease will be recorded in the Official Records substantially concurrently herewith. C. The Loan Agreement and the Ground Lease provide 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. D. 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 Two Million, Two Hundred Fifty Thousand Dollars ($2,250,000) (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. E. 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 of Trust") and recorded against Owner's leasehold interest in the Property substantially concurrently herewith. F. 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. 2 OAK #9834-1210-2796 v9