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Recorded at the Request of <br /> Old Republic r `"<9y le Company- <br /> , Oakland2014298535 12/05/2914 12:01 PM <br /> ' .+° <br /> t(r401 <br /> ktagZCI o• <br /> o OFFICIAL RECORDS OF ALAMEDA COUNTY <br /> " � ' PATRICK O'CONNELL <br /> RECORDING FEE: 0.00 <br /> Recording Requested by <br /> and when Recorded, return to: <br /> City of San Leandro 01 I 01 I III II II II III II 26 PGS <br /> 835 East 14th Street <br /> San Leandro, CA 94577 1Y <br /> Attention: City Manager A"1 <br /> EXEMPT FROM RECORDING FEES PER <br /> GOVERNMENT CODE 6103, 27383 <br /> Space above this line for Recorder's use. <br /> • <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, <br /> SECURITY AGREEMENT AND FIXTURE FILING ("Deed of Trust")is made as of <br /> December 1, 2014, by Alameda Housing Associates,L.P., a California limited partnership <br /> ("Trustor"),to Old Republic Title Company as trustee ("Trustee"),for the benefit of the City <br /> of San Leandro as the housing successor to the Redevelopment Agency of the City of San <br /> Leandro ("Beneficiary"). <br /> RECITALS <br /> A. The San Francisco Bay Area Rapid Transit District, a rapid transit district <br /> established pursuant to Public Utilities Code section 28500,et seq. ("BART"),owns fee simple <br /> title to the land described in Exhibit A attached hereto and incorporated herein by this reference <br /> (the "Land"). BART and Trustor have entered into a ground lease (the "Ground Lease") dated <br /> as of-Cate/44W , 2014 pursuant to which Trustor shall lease the Land for the purposes of <br /> constructing, owning and operating thereon a one hundred fifteen (115) unit affordable multi- <br /> family residential project with commercial and retail space (the "Project"). The Ground Lease <br /> or a Memorandum of the Ground Lease will be recorded in the Official Records of Alameda <br /> County concurrently herewith. <br /> B. Beneficiary and Trustor are parties to an Owner Participation and Loan <br /> Agreement dated as of April 6, 2009, as amended by a First Amendment to Owner Participation <br /> and Loan Agreement dated as of December 2, 2013 (collectively, the "OPA")pursuant to which <br /> Beneficiary is 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. Trustor has <br /> issued to Beneficiary a secured promissory note dated as of the date hereof(the "Note") to <br /> evidence Trustor's obligation to repay the Loan. A Memorandum of the OPA will be recorded in <br /> the Official Records of Alameda County concurrently herewith. <br /> C. As a condition precedent to the making of the Loan, Beneficiary has required that <br /> Trustor enter into this Deed of Trust and grant to Trustee for the benefit of Beneficiary, a lien <br /> and security interest in the Project and in Trustor's leasehold interest in the Land and the <br /> 144\221\1596079.2 <br />