Agmt 2007 Estabrook Senior Housing LP etc

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This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (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 (the "Agency"), the City of San Leandro, a municipal corporation (the "City") and Estabrook Senior Housing, L.P., a California limited partnership ("Owner"). Agency, City and Owner are hereinafter collectively referred to as the "Parties." RECITALS A. Owner has purchased or has the contractual right to purchase certain real property located at 2103-2179 East 14th Street in the City of San Leandro, California and more particularly described in Exhibit A attached hereto (the "Property"). B. Owner intends to construct, own and operate on the Property a 51-unit rental housing development for very low-income senior households (the "Project") in accordance with that certain Owner Participation and Loan Agreement (the "OPA") dated as of the date hereof and executed by and between Owner, City and Agency, a memorandum of which shall be recorded substantially concurrently herewith in the Official Records of Alameda County ("Official Records"). C. The OPA provides that no fewer than 50 of the residential units in the Project shall be affordable to and occupied by or available for occupancy by very low- income senior households for a period of not less than 55 years. D. Pursuant to the OPA, Agency has agreed to provide to Owner a loan in the amount of Two Million Seventy-Three Thousand Thirty-Four Dollars ($2,073,034) ("Agency Loan") in order to provide partial financing for the acquisition of the Property and construction of the Project. The Agency Loan is evidenced by a Secured Promissory Note ("Agency Note") executed by Owner and dated as of the date hereof, and is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Agency Deed of Trust") dated as of the date hereof and executed by Owner for the benefit of Agency. The Agency Deed of Trust will be recorded in the Official Records substantially concurrently herewith. E. Pursuant to the OPA, City has agreed to provide to Owner a loan in the amount of One Million Five Hundred Twenty-Six Thousand Nine Hundred Sixty-Six Dollars ($1,526,966) ("City Loan") in order to provide partial financing for acquisition of the Property and construction of the Project. The City Loan is evidenced by a Secured Promissory Note ("City Note") executed by Owner and dated as of the date hereof, and is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("City Deed of Trust") dated as of the date hereof and executed by Owner for the benefit of City. The City Deed of Trust will be recorded in the Official Records substantially concurrently herewith. 956619-4 2