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1 <br />4860-6036-3710v2 <br />RECORDING REQUESTED BY <br />AND WHEN RECORDED MAIL TO: <br /> <br />City of Pleasanton <br />P.O. Box 520 <br />123 Main Street <br />Pleasanton, CA 94566 <br />Attention: City Manager <br /> <br />EXEMPT FROM RECORDING FEES PER <br />GOVERNMENT CODE §§6103, 27383, 27388.1 <br /> <br /> <br /> <br /> <br /> <br />(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE) APN: 947-0008-010 <br /> <br /> <br />LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, <br />SECURITY AGREEMENT AND FIXTURE FILING <br /> <br />THIS LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY <br />AGREEMENT AND FIXTURE FILING (“Deed of Trust”) dated as of ___________, 2024, is <br />executed by Ridge View Commons II Associates, L.P., a California limited partnership <br />(“Trustor”) to WFG National Title Insurance Company as trustee (“Trustee”), for the benefit of <br />the City of Pleasanton, a municipal corporation (“Beneficiary”). <br />RECITALS <br />A. The City owns fee title to the land described in Exhibit A attached hereto and <br />incorporated herein by this reference (the “Land”). The Land is located in the City of <br />Pleasanton, Alameda County, California. Pursuant to that certain Ground Lease dated as of the <br />date hereof, and executed by and between City and Trustor (“Ground Lease”), Trustor holds a <br />leasehold interest in the Land. Trustor intends to rehabilitate, own and operate an affordable <br />multifamily residential development on the Land (the “Project”). Pursuant to the Ground Lease, <br />during the term of the Ground Lease, Trustor is the owner of all Improvements presently located <br />or to be constructed on the Land. A memorandum of the Ground Lease has been recorded in the <br />Official Records of Alameda County (“Official Records”). <br /> <br /> B. City provided certain loans to Trustor’s predecessor in interest in connection with <br />the development of the Project (collectively, the “Loan”). With Beneficiary’s consent, Trustor <br />has assumed the obligation to repay the Loan. In connection therewith, Trustor has executed <br />and delivered to City an Amended and Restated Secured Promissory Note (the “Note”) payable <br />to City in the original principal amount of [$16,632,775]. <br />C. Trustor and Beneficiary have also executed an Affordable Housing Regulatory <br />Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) dated as of <br />the date hereof, and which will be recorded in the Official Records of Alameda County <br />(“Official Records”) substantially concurrently herewith. Among other provisions, the <br />Regulatory Agreement requires the residential units in the Project to be rented to Eligible <br />Households at Affordable Rents (as defined in the Regulatory Agreement).