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<br />LOAN AGREEMENT <br />Pleasanton Assisted Living <br /> <br />This Loan Agreement (the "Agreement") is entered into as of ,2005, by <br />and between the City of Pleasant on, a California municipal corporation ("City"), and BLP <br />Partnership, Inc., a California nonprofit public benefit corporation ("Borrower"), with reference <br />to the following facts: <br /> <br />A. The Borrower intends to develop and operate an assisted living facility of <br />approximately one hundred five (1 OS) units (the "Project") on that certain real property located in <br />the City of Pleasanton, more particularly described in Exhibit A attached hereto (the "Property"). <br /> <br />B. The City and the Borrower are entering into a Ground Lease (the "Lease") <br />pursuant to which the Borrower shall agree to develop and operate the Project and the City shall <br />agree to lease the Property to the Borrower for fifty-five (55) years. <br /> <br />C. The City intends to loan to the Borrower Two Million Four Hundred Ninety <br />Thousand Dollars ($2,490,000) to finance the Project (the "Loan"). <br /> <br />D. The Loan is derived from the City's Lower Income Housing Fund which is funded <br />by inclusionary fees received by the City pursuant to Chapter 17.44 of the City Municipal Code. <br /> <br />E. The City has previously loaned the Borrower Nine Hundred Forty-Nine Thousand <br />Eight Hundred Five Dollars ($949,805) to finance certain predevelopment activities in <br />connection with the Project (the "Predevelopment Loan"). This Loan is intended to supersede <br />and cancel the Predevelopment Loan made to Borrower. All advances under the Predevelopment <br />Loan shall be considered advances under this Loan. <br /> <br />NOW, THEREFORE, the Parties agree as follows: <br /> <br />ARTICLE I DEFINlTlONS AND EXHIBITS <br /> <br />Secti on 1.1 <br /> <br />Definitions <br /> <br />The following capitalized terms have the meanings set forth in this Section 1.1 wherever <br />used in this Agreement, unless otherwise provided: <br /> <br />(a) "Agreement" shall mean this Loan Agreement. <br /> <br />(b) "Approved Development Budget" shall mean the proforma development budgets, <br />including sources and uses of funds, as approved by the City, and attached hereto and <br />incorporated herein as Exhibit B. <br /> <br />(c) "Approved Financing" shall mean all of the following loans or other financial <br />arrangements acquired by the Borrower and approved by the City for the purpose of financing <br />the Project, in addition to the Loan. <br /> <br />144\105\217525.14 <br />