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all advance payments of insurance premiums made by Trustor, and all condemnation awards
<br />or payments now or later made in connection with any condemnation or eminent domain
<br />proceeding ("Proceeds");
<br />f. All revenues, income, rents, royalties, payments and profits produced by the
<br />Land, Improvements, Appurtenances and Equipment, whether now owned or hereafter _
<br />acquired by Trustor ("Gross Revenues");
<br />g. All architectural, structural and mechanical plans, specifications, design
<br />documents and studies produced in connection with development of the Land and
<br />construction of the Improvements (collectively, "Plans"); and
<br />h. All interests and rights in any private or governmental grants, subsidies, loans
<br />or other financing provided in connection with development of the Land and construction of
<br />the Improvements (collectively, "Financing").
<br />All of the above -referenced interests of Trustor in the Land, Improvements, Appurtenances,
<br />Equipment, Leases, Rents, Proceeds, Gross Revenues, Plans and Financing as hereby
<br />conveyed to Trustee or made subject to the security interest herein described are collectively
<br />referred to herein as the "Property."
<br />2. Obligations Secured. This Leasehold Deed of Trust is given for the purpose of
<br />securing payment and performance of the following (collectively,, the "Secured
<br />Obligations"): (i) all present and future indebtedness evidenced by the City Note and
<br />HOME Note (together the "Notes") and any amendment thereof, including principal, interest
<br />and all other amounts payable under the terms of the Note; (ii) all present and future
<br />obligations of Trustor to Beneficiary under the Loan Agreement, the Affordable Housing
<br />Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof,
<br />executed by and among City and Trustor and recorded substantially concurrently herewith
<br />(the "Regulatory Agreement") or the other City Documents; (iii) all additional present and
<br />future obligations of Trustor to Beneficiary under any other agreement or instrument
<br />acknowledged by Trustor (whether existing now or in the future) which states that it is or
<br />such obligations are, secured by this Leasehold Deed of Trust; (iv) all obligations of Trustor
<br />to Beneficiary under all modifications, supplements, amendments, renewals, or extensions of
<br />any of the foregoing, whether evidenced by new or additional documents; and (v)
<br />reimbursement of all amounts advanced by or on behalf of Beneficiary to protect
<br />Beneficiary's interests under this Leasehold Deed of Trust or any other City Document as
<br />such may be modified, supplemented, amended, renewed or extended.
<br />3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely,
<br />presently and unconditionally assigns to Beneficiary the Rents, royalties, issues, profits,
<br />revenue, income and proceeds of the Property. This is an absolute assignment and not an
<br />assignment for security only. Beneficiary hereby confers upon Trustor a license to collect
<br />and retain such Rents, royalties, issues, profits, revenue, income and proceeds as they
<br />become due and payable prior to any Event of Default hereunder. Upon the occurrence of
<br />any such Event of Default, Beneficiary may terminate such license without notice to or
<br />demand upon Trustor and without regard to the adequacy of any security for the indebtedness
<br />hereby secured, and may either in person, by agent, or by a receiver to be appointed by a
<br />court, enter upon and take possession of the Property or any part thereof, and sue for or
<br />otherwise collect such rents, issues, and profits, including those past due and unpaid, and
<br />apply the same, less costs and expenses of operation and collection, including reasonable
<br />144\259\1892893.2
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