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O r+~7i <br />v a <br />~ ~ <br />C Z <br />00 ~ <br />r- ~ <br />n ~ <br />~1 C <br />~~ <br />m --a <br />~ v <br />o ~ <br />-r <br />`` <br /> <br />Recording requested by and when recorded mail <br />to: ~ <br />Redevelopment Agency of the City of San Leandro ~ <br />835 East 14"' Street <br />San Leandro, CA 94577 /r <br />Attention: Executive Director ~~~ <br />EXEMPT FROM RECORDING FEES PER ~~ <br />GOVERNMENT CODE §§6103, 27383 _ <br />~,' u ~ a~\ <br />yt ~ ~. r <br />')"GCVS11,~{`~P ~~~t;Y' i ~ Gr )'I~1` 7n ~ 1 r r~ <br />r ~\~ 1VV ~~pL,. t~~~a L'~~ ~V!d. {.~tidl Y71J ~~ ~~ <br />F ~ `~~ <br />Pf-irF.1i~K i i~~~~tfdrl_L. <br />~~`. <br />r/ R~CURf)IN~, 4~F C t7 0E9 <br />i f~ , <br />~~~ f <br />~ ~' ~, <br />~ ~ <br />i i ,._, <br />!, ~ ; <br />Space above this line for Recorder's use. <br />LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, <br />SECURITY AGREEMENT AND FIXTURE FILING <br />THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY <br />AGREEMENT AND FIXTURE FILING ('`Deed of Trust") is made as of February 1, 2007, by <br />Mercy Housing California XXXIII, a California Limited Partnership ("Trustor") to Old <br />Republic Title Company as trustee ("Trustee''). for the benefit of the Redevelopment Agency of <br />the City of San Leandro, a public body corporate and politic ("Beneficiary"). <br />RECITALS <br />A. Beneficiary owns fee simple title to the land described in Exhibit A attached <br />hereto and incorporated herein by this reference (the "Land"). The Land is located within the <br />Alameda County-City of San Leandro (Joint) Redevelopment Project Area. Beneficiary and <br />Trustor have entered into a ground lease (the "Ground Lease") dated as of February 1, 2007, <br />pursuant to which Beneficiary shall lease the Land and the improvements located thereon to <br />Trustor for a term of 75 years for the purpose of renovating and operating a 68-unit affordable <br />housing project (the "Project"). A Memorandum of the Ground Lease will be recorded in the <br />Official Records of Alameda County concurrently herewith. <br />B. Beneficiary and Trustor have entered into a Loan Agreement dated as of February <br />I , 2007 (the "Loan Agreement") pursuant to which Beneficiary will provide a loan to Trustor in <br />the amount of up to Eight Hundred Eighty-Four Thousand Dollars ($884,000) (the "Loan") for <br />the purpose of partially financing the Project. Trustor has issued to Beneficiary a secured <br />promissory note dated as of the date hereof (the "Note") to evidence Trustor's obligation to <br />repay the Loan. <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, in Trustor's Leasehold interest in the Land, and in the <br />Property (as hereafter defined) to secure repayment of the Note and performance of Trustor's <br />obligations under the Ground Lease and under the Additional Documents (defined below). <br />D. Concurrently with, or shortly after the closing of the Loan, pursuant to a First <br />Amended and Restated Partnership Agreement of Mercy Housing California XXXIII, a <br />California Limited Partnership (the "Partnership Agreement'), Trustor intends to bring in <br />Union Bank of California, N.A. and/or affiliates thereof, as an investor limited partner (the <br />"Investor Limited Partner") (collectively, including any successors or assigns, "Limited <br />803766-5 <br />