Deed - 076-0273-024 - File 1363, 2000

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by the Secretary as HUD Project No. /d J-C E1,3 / , hereinafter referred to as the "First Deed of Trust°; that certain Security Agreement executed or to be executed by and between the Trustor and Secretary; and to the rights of the Secretary under that certain Regulatory Agreement between the Trustor and Secretary and recorded or to be recorded in Alameda County, California and incorporated by reference in the above -described First Deed of Trust (the "Capital Advance Regulatory Agreement"), C. Rights to Rents Collected. Beneficiary, for itself and its successors and assigns, further covenants and agrees that in the event of the appointment of a receiver or of the appointment of the Beneficiary as mortagee-in- possession, in any action by the Beneficiary or its successors or assigns, to foreclose the mortgage, no rents, revenue or other income of the Project collected by the receiver or by the mortgagee -in -possession shall be utilized for the payment of interest, principal, or any other charges due and payable under this Deed of Trust, except from residual receipts, if any, as that term is defined in the Capital Advance Regulatory Agreement; and further, the receiver or mortgagee -in -possession shall operate the project in accordance with all the provisions of the First Deed of Trust and the Capital Advance Regulatory Agreement. D. Deed -in -Lieu of Foreclosure. In the event the Secretary acquires title to the Project by a deed -in - lieu of foreclosure, the lien of this Deed of Trust will automatically terminate subject to the conditions hereinafter described. The Beneficiary of Deed of Trust may cure a default under the First Deed of Trust prior to a conveyance by deed -in -lieu of foreclosure. The Secretary shall give written notice to the Beneficiary of this Deed of Trust of a proposed tender of title in the event the Secretary decides to accept a deed -in -lieu of foreclosure. The Secretary will only give such written notice if, at the time of the placing of the subordinate lien against the Project, the Secretary receives a copy of any endorsement to the title policy of the Trustor or Beneficiary which indicates the (1) this Deed of Trust has been recorded and (2) the Secretary is required to give notice of any proposed election to or tender of a deed -in -lieu of foreclosure. Such notice shall be given at the address stated herein or such other addresses as may subsequently, upon written notice to the Secretary, be designated by the Beneficiary of this Deed of Trust as its legal business address. The Beneficiary of this Deed of Trust shall have thirty (30) days to cure the default after the notice of intent to accept a deed -in -lieu of foreclosure is mailed. E. Trustor's Notice to Beneficiary. Notwithstanding the above requirements, in the event that Trustor contemplates executing a deed -in -lieu of foreclosure, Trustor shall first give Beneficiary thirty (30) days' prior written notice; provided, however, that the failure of Trustor to give said notice shall have no effect on the right of the Secretary to accept a deed -in -lieu of foreclosure. F. No Amendments. This Deed of Trust and in particular, this Section shall not be amended without the prior written consent of the Secretary. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust. Trustor SAN LEANDRO SENIOR HOUSING, INC. By: C 1 David B. Ferguso President