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Recording Requested by <br />and when Recorded, return to: <br />Redevelopment Agency <br />of the City of San Leandro <br />835 East 14'r' Street <br />San Leandro, CA 94577 <br />Attention: Executive Director <br />EXEMPT FROM RECORDING FEES PER <br />GOVERNMENT CODE 566103, 27383 <br />Space above this line for Recorder's use. <br />LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, <br />SECURITY AGREEMENT AND FIXTURE FILING <br />THIS LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY <br />AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of <br />20_, by Alameda Housing Associates, L.P., a California limited <br />partnership ("Trustor") to First American Title Company as trustee ("Trustee"), for the <br />benefit of the Redevelopment Agency of the City of San Leandro, a public body, <br />corporate, and politic ("Beneficiary"). <br />RECITALS <br />A. Chang Income Property Partnership, L. P. ("Westlake") owns fee simple <br />title to the land described in Exhibit A attached hereto and incorporated herein by this <br />reference (the "Land"). The Land is located within the Plaza Redevelopment Project <br />Area ("Project Area"). Westlake and Trustor have entered into a ground lease (the <br />"Ground Lease") dated as of , 20, pursuant to which Trustor shall <br />lease the Land for the purposes of developing and operating an affordable multifamily <br />residential development on the Land (the "Project"). The Ground Lease or a <br />Memorandum of the Ground Lease will be recorded in the Official Records of Alameda <br />County concurrently herewith. <br />B. Beneficiary and Trustor have entered into an Owner Participation and <br />Loan Agreement dated as of April 6, 2009 (the "OPA") pursuant to which Beneficiary is <br />providing a loan to Trustor in the amount of Nine Million One Hundred Thousand <br />Dollars ($9,100,000) (the "Loan") for the purpose of partially financing the Project. <br />Trustor has issued to Beneficiary a secured promissory note dated as of the date hereof <br />(the "Note") to evidence Trustor's obligation to repay the Loan. A Memorandum of the <br />OPA will be recorded in the Official Records of Alameda County concurrently herewith. <br />C. As a condition precedent to the making of the Loan, Beneficiary has <br />required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of <br />Beneficiary, a lien and security interest in the Project and in Trustor's leasehold interest <br />in the Land and the Property (defined below) to secure repayment of the Note and <br />X180284-6 <br />