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for the benefit of Beneficiary, a lien and security interest in the Project and in Trustor's
<br /> leasehold interest in the Land and interests in the Property (defined below) to secure
<br /> repayment of the Note and performance of Trustor's obligations under the City HOME
<br /> Loan Agreement and the other City Documents (defined below). This Deed of Trust will
<br /> be recorded junior in priority to the City Construction/Permanent Deed of Trust
<br /> (described below).
<br /> D. Beneficiary and Trustor have entered into an Affordable Housing Loan
<br /> Agreement dated as of the date hereof(the "City Construction/Permanent Loan
<br /> Agreement") pursuant to which Beneficiary is providing a loan to Trustor in the amount
<br /> of[Thirteen Million, Seven Hundred Fifty Thousand Dollars ($13,750,000)] (the "City
<br /> Construction/Permanent Loan") for the purpose of partially financing the Project.
<br /> Trustor has issued to Beneficiary a secured promissory note dated as of the date hereof
<br /> (the "Construction/Permanent Note") to evidence Trustor's obligation to repay the City
<br /> Construction/Permanent Loan. The obligation to repay the City
<br /> Construction/Permanent Note is secured by a Leasehold Deed of Trust, Assignment of
<br /> Rents, Security Agreement and Fixture Filing dated as of the date hereof and executed
<br /> by Trustor for the benefit of Beneficiary (the "City Construction/Permanent Deed of
<br /> Trust"). The City Construction/Permanent Deed of Trust will be recorded substantially
<br /> concurrently herewith in position senior to this Deed of Trust.
<br /> NOW THEREFORE, for good and valuable consideration, the receipt and
<br /> sufficiency 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
<br /> 2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns
<br /> to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry
<br /> and possession, all estate, right, title and interest which Trustor now has or may later
<br /> acquire in and to the Land, and all of the following, whether presently owned or
<br /> 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
<br /> wires and other rights used in connection with the Land or the Improvements or as a
<br /> means of access thereto, whether now or hereafter owned or constructed or placed
<br /> upon or in the Land or Improvements and all existing and future privileges, rights,
<br /> franchises and tenements of the Land, including all minerals, oils, gas and other
<br /> commercially valuable substances which may be in, under or produced from any part of
<br /> the Land, and all water rights, rights of way, gores or strips of land, and any land lying in
<br /> the streets, ways, and alleys, open or proposed, in front of or adjoining the Land and
<br /> Improvements (collectively, "Appurtenances");
<br /> c. All machinery, equipment, fixtures, goods and other personal property of
<br /> the Trustor, whether moveable or not, now owned or hereafter acquired by the Trustor
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