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chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by that certain Agency Promissory Note to the Beneficiary executed by Trustor of even date herewith in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) ("City Promissory Note"); (b) the payment and performance of the covenants and agreements of Borrower contained in the Agreement; (c) the payment and performance of that certain Affordability Restrictions on Transfer of Property by and among Trustor, Beneficiary, and the Community Redevelopment Agency of the City of Santa Ana, dated concurrently herewith and recorded against the Property concurrently herewith; (d) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this City Deed of Trust; and (e) the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: 1. The Agreement. This City Deed of Trust is given in accordance with the Agreement. The rights and obligations of the Trustor and the City under this City Deed of Trust shall be governed by the Agreement and by the additional terms set forth in this City Deed of Trust. Capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement. In the event of any inconsistencies between the terms of this City Deed of Trust and the terms of the Agreement or any other document related to the Note Amount (as defined in the City Promissory Note), the terms of this City Deed of Trust shall prevail. This City Deed of Trust is executed and delivered, along with the City Promissory Note and the Agreement, to benefit the Property. Copies of the said Agreement are on file as public records with the Beneficiary and are incorporated herein by reference. Trustor acknowledges that but for the execution of this City Deed of Trust, the Beneficiary would not enter into the Agreement or make the loan, repayment of which is secured by this City Deed of Trust. A City Deed of Trust and City Promissory Note are also being executed by Trustor; however, the City Promissory Note and this City Deed of Trust shall have priority over the City Deed of Trust and City Promissory Note. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security. Trustor hereby represents and warrants that other than this City Deed of Trust, the Security is not encumbered except for obligations secured by deeds of trust, or any other security agreement, to secure financing or refinancing for the purchase and rehabilitation of the Property which has been approved writing by the Beneficiary. 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal loan amount, as required by the City Promissory Note secured by this City Deed of Trust. 4. Subordination. This obligation secured by this City Deed of Trust shall be subordinated to the Senior Loan approved by the Executive Director in accordance with Section 311 of the Agreement and the Agency Loan. H-2-2 DOCSOC/ I469583v5/200272-0003