GROUND LEASE - RIDGE VIEW COMMONS II

This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of June 1, 2024 ("Effective Date") by and between the City of Pleasanton, a municipal corporation ("City") and Ridge View Commons II 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, located at 5200 Case Avenue, known as Alameda County Assessor Parcel No. 947- 0008-010, 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 eighty-five (85) years, and rehabilitate, own and operate an affordable senior housing development thereon consisting of 200 apartments and related improvements (the "Project") in accordance with the Ground Lease. A Memorandum of the Ground Lease will be recorded in the Official Records of Alameda County substantially concurrently herewith. C. This Agreement requires the Restricted Units within the Project to be available to Eligible Households at Affordable Rents in accordance with this Agreement throughout the term of the Ground Lease. D. As more particularly described in the Note, City provided certain loans to Owner's predecessor in interest in connection with the development of the Project (collectively, the "Loan"). City has agreed to allow Owner to assume the obligation to repay the Loan. In connection therewith, Owner shall execute and deliver to City an Amended and Restated Secured Promissory Note (the "Note") which shall be secured by an Amended and Restated Leasehold 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 the Project and Owner's leasehold interest in the Property substantially concurrently herewith. E. 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 used in this Agreement or the attached exhibits. 4879-3324-5885v3