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Exhibit B <br />LOAN RIDER <br />Borrower's Limited Partner) <br />This Loan Rider is attached to and made a part of that certain Owner Participation <br />and Loan Agreement (the "Loan Agreement") by and among the Redevelopment Agency of <br />the City of San Leandro, a public agency (the "Agency"), the City of San Leandro, a <br />municipal corporation (the "Cit}~') and Estabrook Senior Housing, L.P., a California limited <br />partnership (the "Borrower"), that certain Secured Promissory Note in the principal amount <br />of $2,022,000 dated September 10, 2007 made by Borrower to the order of the City (the <br />"City Note"), that certain Secured Promissory Note in the principal amount of $1,978,000 <br />dated September 10, 2007 made by Borrower to the order of the Agency (the "Agency <br />Note"), that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture <br />naming Borrower as the Trustee and the City as Beneficiary dated September 10, 2007 and <br />recorded under Alameda County recording number 07.334387 (the "City Deed of Trust"), <br />that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture naming <br />Borrower as the Trustee and the Agency as Beneficiary dated September 10, 2007 and <br />recorded under Alameda County recording number 07.334385 (the "Agency of Trust"), that <br />certain Affordable Housing Regulatory Agreement and Declaration of Restrictive <br />Covenants by and among the Agency, the City and the Borrower dated September 10, 2007 <br />and recorded under Alameda County recording number 07.334384 (the "Regulatory <br />Agreement") that certain Memorandum of Owner Participation and Loan Agreement <br />entered into by the City, the Agency and the Borrower dated September 10, 2007 and <br />recorded under Alameda County recording number 07.334383 (the "Memorandum") all <br />with respect to the development of a 51 unit multifamily residential development, 50 units <br />of which will be rented at affordable housing costs for very low income senior households <br />(the "Project"). The First Amended and Restated Limited Partnership Agreement <br />continuing the Borrower is referred to herein as the "Partnership Agreement". The Loan <br />Agreement, City Note, Agency Note, City Deed of Trust, Agency Deed of Trust, Regulatory <br />Agreement, Memorandum and such other documents as have been executed in connection <br />therewith are hereafter collectively referred to as the "Loan Documents". <br />The City, the Agency and the Borrower agree that the following covenants, terms, <br />and conditions shall be part of and shall modify or supplement each of the Loan Documents <br />and that in the event of any inconsistency or conflict between the covenants, terms, and <br />conditions of the Loan Documents and this Rider, the following covenants, terms, and <br />conditions shall control and prevail: <br />1. Non-recourse Obligation. At no time shall Borrower's limited partner or <br />limited partners have any liability under the Loan Documents, the sole recourse with respect <br />to such limited partners being the rights to foreclose under the City Deed of Trust and <br />Agency Deed of Trust, provided that this provision shall not limit any exceptions to non <br />recourse set forth in the Loan Documents as they may apply to the General Partner of <br />Borrower. <br />1194 3 8 6-5 '~ ~ <br />~`- ~ <br />