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Recording Requested by and when Recorded, return to: City of San Leandro 835 East 14`" Street San Leandro, CA 94577 Attention: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) MEMORANDUM OF OWNER PARTICIPATION AND LOAN AGREEMENT This Memorandum of Owner Participation and Loan Agreement (this "Memorandum ") dated as of , 20 is entered into by and between the City of San Leandro, a municipal corporation ( "City ") and Alameda Housing Associates, L.P., a California limited partnership ( "Developer "). City and Developer are hereinafter collectively referred to as the "Parties." 1. The Parties have entered into that certain Amended and Restated Owner Participation and Loan Agreement dated as of June 18, 2012 (the "OPA "), pursuant to which Developer has agreed to develop certain real property (the "Property ") located within the Project Area and more particularly described in Exhibit A attached hereto and incorporated herein by this reference. 2. Among other conditions, the OPA provides that by not later than fifty -four (54) months following the Effective Date of the OPA, Developer shall have completed construction of an affordable housing project on the Property in which not fewer than ninety -eight (98) of the units will be rented to eligible households who qualify as Very Low Income (as defined in the Regulatory Agreement described below) and not less than an additional one hundred (100) of the units will be rented to eligible households whose income are less than or equal to ninety percent (90 %) of Area Median Income pursuant to the terms of the OPA and a Regulatory Agreement and Declaration of Restrictive Covenants executed by the Parties ( "Regulatory Agreement ") which shall be recorded in Official Records of Alameda County substantially concurrently herewith. 3. The OPA further provides that (i) except as permitted by the OPA, Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of Developer's interest in the Property or the improvements located thereon without the prior written approval of the City; and (ii) any transferee of all or part of the Property shall be subject to and shall expressly assume all of the covenants, obligations and restrictions of the OPA which pertain to the portion of the Property transferred, including without limitation, the provisions of the Regulatory Agreement. 4. The Parties have executed and recorded this instrument to give notice of the OPA and the respective rights of the Parties thereunder. Copies of the unrecorded OPA are available at the offices of the City, 835 East 14 Street, San Leandro, California, 94577 and such document is incorporated by reference in its entirety in this Memorandum. This 1902313.1