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D. A Memorandum of the Loan Agreement will be recorded in the Official
<br />Records of Alameda County concurrently herewith. This Leasehold Deed of Trust, the
<br />HOME Note, the City Note and the Regulatory Agreement (defined below) are collectively
<br />referred to herein as the "City Documents."
<br />E. As a condition precedent to the making of the City Loan and HOME Loan,
<br />Beneficiary has required that Trustor enter into this Leasehold Deed of Trust and grant to
<br />Trustee for the benefit of Beneficiary, a lien and security interest in the Project and in
<br />Trustor's leasehold interest in the Land to secure repayment of the City Note and Home Note,
<br />and performance of Trustor's obligations under the Loan Agreement and the other City
<br />Documents.
<br />NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
<br />of which are hereby acknowledged, it is agreed as follows.
<br />1. Grant in Trust. In consideration of the foregoing and for the purpose of securing
<br />payment and performance of the Secured Obligations defined and described in Section 2,
<br />Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to
<br />Trustee, in trust for the benefit of Beneficiary, with right of entry and possession, all estate,
<br />right, title and interest which Trustor now has or may later acquire in and to the Land, and all
<br />of the following, whether presently leased or hereafter acquired:
<br />a. All buildings, structures, and improvements, now or hereafter located or
<br />constructed on the Land ("Improvements");
<br />b. All appurtenances, easements, rights of way, pipes, transmission lines or wires
<br />and other rights used' in connection with the Land or the Improvements or as a means of
<br />access thereto, whether now or hereafter owned or constructed or placed upon or in the Land
<br />or Improvements and all existing and future privileges, rights, franchises and tenements of
<br />the Land, including all minerals, oils, gas and other commercially valuable substances which
<br />may be in, under or produced from any part of the Land, and all water rights, rights of way,
<br />gores or strips of land, and any land lying in the streets, ways, and alleys, open or proposed,
<br />in front of or adjoining the Land and Improvements (collectively, "Appurtenances");
<br />C. All machinery, equipment, fixtures, goods and other personal property of the
<br />Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor and now
<br />or hereafter located at or used in connection with the Land, the Improvements or
<br />Appurtenances, and all improvements, restorations, replacements, repairs, additions or
<br />substitutions thereto (collectively, "Equipment");
<br />d. All existing and future leases, subleases, licenses, and other agreements
<br />relating to the use or occupancy of all or any portion of the Land or Improvements
<br />(collectively, "Leases"), all amendments, extensions, renewals or modifications thereof, and
<br />all rent, royalties, or other payments which may now or hereafter accrue or otherwise become
<br />payable thereunder to or for the benefit of Trustor, including but not limited to security
<br />deposits (collectively, "Rents");
<br />e. All insurance proceeds and any other proceeds from the Land, Improvements,
<br />Appurtenances, Equipment, Leases, and Rents, including without limitation, all deposits
<br />made with or other security deposits given to utility companies, all claims or demands
<br />relating to insurance awards which the Trustor now has or may hereafter acquire, including
<br />144\259\1892893.2 2
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