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• Recorded at the Request of Old RepublicCompany- Oa landOi oJ .44 2014298534 12/05/2014 12:01 PM 4 i1P-OtW OFFICIAL RECORDS OF ALAMEDA COUNTY " ,� ' PATRICK O'CONNELL • RECORDING FEE: 0.00 Recording Requested by °40F000 and when Recorded, return to: 8 PGS City of San Leandro 011E111111111110 110 835 East 14th Street San Leandro, CA 94577 Attention: City Manager 9k1' 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 December 1, 2014, is entered into by and between the City of San Leandro as the housing successor to the Redevelopment Agency of the City of San Leandro, a California charter city ("City") and Alameda Housing Associates, L.P., a California limited partnership ("Developer"). City and Developer are hereinafter collectively referred to as the "Parties." 1. City and Developer are parties to that certain Owner Participation and Loan Agreement dated as of April 6, 2009, as amended by a First Amendment to Owner Participation and Loan Agreement dated as of December 2, 2013 (collectively, the "OPA"), pursuant to which Developer has agreed to develop certain real property (the "Property") 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 December 2, 2013, Developer shall have completed construction of an affordable housing project on the Property in which not fewer than fifty-five (55) 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 fifty-eight (58) 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. executed in counterpart 144\221\1596562.3