Agmt 2009 Alameda Housing Associates LP

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Trustor's interests in the Property with this Deed of Trust and assign the Rents as contemplated herein; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the Loan Documents or otherwise approved in writing by Beneficiary ("Permitted Encumbrances"), this Deed of Trust creates a valid lien on Trustor's entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor holds a leasehold in the Land and will hold a fee interest in the Improvements Trustor will cause to be constructed on the Land pursuant to the Ground Lease free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor's chief executive office is specified in Section 10.2. Beneficiary agrees that pursuant to Health and Safety Code Section 33334.14(a)(4), it will not withhold consent to reasonable requests for subordination of this Deed of Trust to deeds of trust provided for the benefit of lenders identified in the Financing Plan approved in connection with the OPA provided that the subordination agreement includes reasonable protections to the Beneficiary in the event of default. 7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received nor is Trustor aware that Westlake has received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, (ii) to Trustor's actual knowledge no condition on the Land violates any health, safety, fire, environmental, sewage, building, or other federal, state or local law, ordinance or regulation; (iii) to Trustor's actual knowledge no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (iv) to Trustor's actual knowledge there are no threatened or pending actions, suits, or administrative proceedings against or affecting the Property or any portion thereof or the interest of Trustor in the Property; (v) to Trustor's actual knowledge there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (vi) Trustor has not received any notice from any insurer of defects of the Property which have not been corrected; (vii) to Trustor's actual knowledge there are no natural or artificial conditions upon the Land or any part thereof that could result in a material and adverse change in the condition of the Land; (viii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete; and (ix) Trustor or Trustor's agents have disclosed to Beneficiary all material facts concerning the Property. As used is this Deed of Trust, the phrase "Trustor's actual knowledge" means the actual knowledge of the following persons as of the Effective Date, based upon reasonable investigation: Ben Metcalf, Project Manager, and Thomas Earley, Director of Development. 7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) have been duly authorized, executed, and delivered by Trustor; (b) are binding obligations of Trustor; and (c) do not violate the provisions of any agreement to which Trustor is a party or which affects the Property. Trustor further represents and warrants ii8oz8q-6