VISTA DEL RIO HOUSING PARTNERS, L.P. 1C

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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 City /HOME Loan Note secured by Subordinated Deed of Trust to the City of Santa Ana, California, to the Beneficiary executed by Trustor, dated concurrently herewith in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Loan"); (b) the payment and performance of the covenants and agreements of Trustor contained in that certain Loan Agreement dated concurrently herewith and recorded in the official land records of the County of Orange concurrently herewith, by and among Trustor, Beneficiary, and Successor Agency ( "Agreement "), (c) the payment and performance of the covenants and agreements of Truster contained in the Disposition and Development Agreement dated July 20, 2009, the First Amendment to the Disposition and Development Agreement dated March 15, 2010, the Second Amendment to the Disposition and Development Agreement dated December 20, 2010, and the Third Amendment to the Disposition and Development Agreement dated March 21, 2011, by and among Trustor, Beneficiary, and Housing Authority of the City of Santa Ana (the "Authority ") (collectively, the "DDA "); (d) the payment and performance of the covenants and agreements of Trustor contained in the Affordability Restrictions on Transfer of Property by and among Successor Agency, Trustor and Beneficiary, dated and recorded concurrently herewith (the "Affordability Restrictions ") and (e) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: 1. The Loan. This Deed of Trust is executed and delivered, along with the Promissory Note, pursuant to and in implementation of the 41 unit special needs affordable multi - family residential project in the aforementioned Agreement and DDA entered into by and between the Beneficiary and Trustor, to benefit the Property, a copy of which is on file as a public record with the Beneficiary. Trustor acknowledges that but for the execution of this Deed of Trust, the Beneficiary would not enter into the Promissory Note secured by this Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that other than this 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 development of the Property. 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal and interest, if any, as required by the Promissory Note secured by this Deed of Trust. 4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to any and all obligations secured by deeds of trust, or any other security agreement, to secure financing or refinancing for the purchase and rehabilitation of the ,Property; subject to and provided that the Beneficiary and such Senior Lender enter into a subordination agreement providing notice and cure 2