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AMENDED AND RESTATED SECURED PROMISSORY NOTE
<br />(Ridge View Commons)
<br />$16,624,383.36
<br />June 1, 2024
<br />Pleasanton, California
<br />FOR VALUE RECEIVED, Ridge View Commons II Associates, L.P., a California limited
<br />partnership ("Borrower"), promises to pay to the City of Pleasanton, a municipal corporation (the
<br />"City"), in lawful money of the United States of America, the principal sum of Sixteen Million, Six
<br />Hundred Twenty -Four Thousand, Three Hundred Eighty -Three and 36/100 Dollars
<br />($16,624,383.36) together with interest on the outstanding principal balance in accordance with the
<br />terms and conditions described herein.
<br />This Note amends, restates, and supersedes in their entirety: (i) that certain Promissory
<br />Note Secured by Deed of Trust in the original principal amount of Four Million Dollars
<br />($4,000,000) dated as of June 27, 1988, executed by Eden Housing, Inc., a California nonprofit
<br />corporation ("Eden") and subsequently amended by an Amendment to Promissory Note Secured by
<br />Deed of Trust executed by Eden and dated December 28, 1988 (as so amended, the "Prior HDG
<br />Note"); and (ii) that certain Promissory Note dated September 1, 1999, executed by Ridge View
<br />Commons Associates, a California limited partnership ("Ridge View I") in the original principal
<br />amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000), and subsequently
<br />amended to increase the principal amount to Two Million, Four Hundred Seventy -Five Thousand
<br />Dollars ($2,475,000) pursuant to that certain First Amendment to Promissory Note dated January 27,
<br />2010, and executed by Ridge View I and City (as so amended, the "Prior Additional Note").
<br />Eden's obligation to pay the Prior HDG Note was assumed by Ridge View I pursuant to that certain
<br />Assumption and Assignment Agreement dated October 31, 1989, executed by and among Eden,
<br />Ridge View I, and City, and recorded in the Official Records of Alameda County ("Official
<br />Records") on November 14, 1989 as Instrument No. 89-308003. The Prior HDG Note and the
<br />Prior Additional Note, each as previously amended and assigned are collectively referred to herein
<br />as the "Prior Notes." As evidenced by this Note, Borrower has assumed the obligation to pay the
<br />Prior Notes.
<br />The original principal amount of this Note is equal to the aggregate sum of the outstanding
<br />principal balances of the Prior Notes, together with interest accrued thereon as of May 31, 2024.
<br />This Note is secured by an Amended and Restated Leasehold Deed of Trust, Assignment of
<br />Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated as of June 1, 2024, executed
<br />by Borrower as trustor for the benefit of City, and recorded in the Official Records substantially
<br />concurrently with the delivery of this Note. City shall be entitled to the benefits of the security
<br />provided by the Deed of Trust and shall have the right to enforce the covenants and agreements
<br />contained herein, in the Deed of Trust, the Ground Lease (defined below), and that certain
<br />Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the
<br />date hereof, executed by and between City and Borrower, and recorded in the Official Records
<br />substantially concurrently with the delivery of this Note (the "Regulatory Agreement"). The rent
<br />restrictions and other requirements set forth in the Regulatory Agreement and in that certain
<br />D-1
<br />4859-3312-3005v5
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