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attached to said building or buildings in any manner; and all of the foregoing, together with the <br />Property, is herein referred to as the "Security"; <br />To have and to hold the Security together with acquittances to the Trustee, its successors and <br />assigns forever; <br />TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by a Promissory <br />Note to the Beneficiary executed by Trustor, dated concurrently herewith in the principal amount of <br />One Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Loan"); (b) the payment and <br />performance of the covenants and agreements of Trustor contained in the Loan Agreement recorded <br />with the County of Orange as Document No. , by and among Trustor, Beneficiary, and <br />Agency (the "Agreement"), (c) the payment and performance of the covenants and agreements of <br />Trustor contained in the Disposition and Development Agreement dated July 20, 2009, the First <br />Amendment to the Disposition and Development Agreement dated March 15, 2010, the Second <br />Amendment to the Disposition and Development Agreement dated December 20, 2010, and the <br />Third Amendment to the Disposition and Development Agreement dated , by and <br />among Trustor, Agency, and Santa Ana Housing Authority (the "Authority") (collectively, the <br />"DDA"); (d) the payment and performance of the covenants and agreements of Trustor contained in <br />the Affordability Restrictions on Transfer of Property by and among Agency, Trustor and <br />Beneficiary, dated as recorded concurrently herewith (the "Affordability Restrictions") and (e) the <br />payment of all other sums, with interest thereon, advanced in accordance herewith to protect the <br />security of this Deed of Trust; and the performance of the covenants and agreements of Trustor <br />contained herein. <br />TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: <br />1. The Loan. This Deed of Trust is executed and delivered, along with the Promissory <br />Note, pursuant to and in implementation of the 41 unit special needs affordable multi-family <br />residential project in the aforementioned Agreement and DDA entered into by and between the <br />Beneficiary and Trustor, to benefit the Property, a copy of which is on file as a public record with the <br />Beneficiary. Trustor acknowledges that but for the execution of this Deed of Trust, the Beneficiary <br />would not enter into the Promissory Note secured by this Deed of Trust. <br />2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the <br />right to grant and convey the Security; that other than this Deed of Trust, the Security is not <br />encumbered except for obligations secured by deeds of trust, or any other security agreement, to <br />secure financing or refinancing for the purchase and development of the Property. <br />3. Repayment of the Loan. Trustor will promptly repay, when due, the principal and <br />interest, if any, as required by the Promissory Note secured by this Deed of Trust. <br />4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to <br />any and all obligations secured by deeds of trust, or any other security agreement, to secure financing <br />or refinancing for the purchase and rehabilitation of the Property; subject to and provided that the <br />Beneficiary and such Senior Lender enter into a subordination agreement providing notice and cure <br />rights to Beneficiary that are reasonably acceptable to the Executive Directors and consistent with the <br />requirements of Section 20 of the Affordability Restrictions. <br />C-2 <br />DOCSOC/ 1475221v5/200272-0004 <br />