VINEYARD MOBILE VILLA - SETTLEMENT AGREEMENT

1.5 Age Restricted Community. Owner agrees to retain the Park in perpetuity as an age - restricted community in accordance with California Civil Code Section 799.5, the California Fair Employment and Housing Act (Government Code Section 12900, et seq.), and the federal Fair Housing Act (42 U.S.C. Section 3601, et seq.), as they may be amended from time to time and any substantially similar successor statutes thereto, but (a) subject to the result of any contrary vote by a majority of the votes representing Park residents (whether lot owners or not), and (b) subject to applicable law and to activities, circumstances and events out of Owner's reasonable control that do not violate applicable law. As to Pleasanton Mobile Home Park, LP or its affiliate, it shall be obligated to comply with this Section 1_5 only so long as Pleasanton Mobile Home Park, LP or its affiliate, as applicable, owns the Park. If Pleasanton Mobile Home Park, LP or its affiliate no longer owns the Park, then the provisions of Section 19 shall apply to this Section 1.5. 1.6 Settlement Funds. Owner shall use Settlement Funds (as defined in Section 2.2) solely for capital improvement projects in the Park, and Owner shall provide City with an annual accounting as to such expenditures. 2. Obligations of the City. In addition to all other obligations of the City provided for in this Agreement, the City agrees to comply with each of the obligations set forth in this Section 2. 2.1 Intentionally Omitted. 2.2 City Payment. The City shall deliver to Owner a check made out to Owner in immediately available funds in the amount of Seven Hundred Fifty Thousand Dollars ($750,000.00) ("Settlement Funds") within fifteen (15) days after the City has received from Owner an executed counterpart original of this Agreement and an executed counterpart original of the Amendment to Rent Stabilization Agreement. 2.3 Amendment to Rent Stabilization Agreement. Concurrently with its execution and delivery to Owner of this Agreement, the City shall execute and deliver to Owner a counterpart original of the Amendment to Rent Stabilization Agreement in the same form and content as the form of Amendment to Rent Stabilization Agreement attached hereto as Exhibit B. Application Approval; Dismissals of Actions. (a) If no lawsuit challenging the City Approval ("Lawsuit") is filed on or before the date that is one hundred (100) days after the City Approval Date ("Final City. Approval Date"), then Owner shall file a dismissal with prejudice of the Writ Action, and a dismissal with prejudice of the Damages Action (collectively, "Dismissals of the Actions"). (b) Any and all deadlines that might otherwise limit, abridge, or prevent the filing or prosecution of any and all claims by one Party against any other Party related to the Damages Action are tolled until one hundred (100) days after the Final City Approval Date. The City hereby waives any defenses to claims related to the Damages Action based upon any statute of limitation, lathes or estoppel issue arising during this tolling period. (e) If a Lawsuit is filed, then the City hereby consents to Owner's entering into the Lawsuit and appearing as real party in interest to defend against such Lawsuit, and City shall use its best efforts and diligence to prosecute a full and vigorous defense to such Lawsuit. 4. City Appraisal Rights. The City may, at its sole expense, obtain an independent appraisal of the Park's lots as if the Conversion Date were to take effect in 2010 ("Appraisal"). Owner shall, without [/022410/4640.0011 3