Agmt 2007 Estabrook Senior Housing LP etc

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THIS OWNER PARTICIPATION AND LOAN AGREEMENT (this "Agreement") is entered into effective as of , 2007 ("Effective Date") by and among the Redevelopment Agency of the City of San Leandro, a public agency ("Agency"), the City of San Leandro, a municipal corporation ("City") and Estabrook Senior Housing, L.P., a California limited partnership ("Developer"). Agency, City and Developer are hereinafter collectively referred to as the "Parties." RECITALS A. Pursuant to authority granted under Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.) ("CRL"), the Agency has responsibility to implement the redevelopment plan adopted in for the Alameda County-City of San Leandro (Joint) Redevelopment Project Area (the "Project Area") in 1993 by the City Council of the City of San Leandro ("City Council") (as subsequently amended, the "Redevelopment Plan") B. Developer has the contractual right to purchase, the real property located in the City of San Leandro ("City") at 2103-2179 East 14th Street, known as Alameda County Assessor's Parcel Nos. 077-556-54, -55 and -57-3 (ptn.), and more particularly described in Exhibit A attached hereto (the "Property"). The Property is located within the Project Area. Developer has proposed to develop a 51-unit multifamily residential development, 50 of which will be rented at affordable housing cost to very-low income senior households (the "Project") C. Developer has requested, and City and Agency have each agreed, to provide financing to assist in the acquisition of the Property and the development of the Project pursuant to the terms and conditions set forth herein. D. The purpose of this Agreement is to effectuate the Redevelopment Plan by providing for the development of the Property as more particularly set forth herein. The Agency and City have determined that (i) development of the Property pursuant to this Agreement is consistent with the Redevelopment Plan and the Implementation Plan for the Project Area, will be of benefit to the Project Area, and will further the goals of the Redevelopment Plan by providing affordable housing in the Project Area, and (ii) the loans are necessary to make the Project economically feasible and affordable to very low-income households. E. A material inducement to Agency and City to enter into this Agreement is the agreement by Developer to develop the Property within the time periods specified herein and in accordance with the provisions hereof, and the Agency and City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to complete the Project in accordance with such provisions and within such time periods. F. Concurrently herewith: (i) Developer shall execute a secured promissory note ("Agency Note") in the amount of the Agency Loan and a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Agency Deed of Trust") which shall provide Agency with a security interest in the Property and the Project, (ii) Developer shall execute a secured promissory note ("City Note") in the amount of the City Loan and a Deed of Trust, Assignment 956070-4 3