KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

Trust is to be filed in the real estate records of Alameda County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC. 7. Trustor's Representations, Warranties and Covenants; Rights and Duties of the Parties. 7.1 Representations and Warranties. Trustor represents and warrants that: (i) Trustor lawfully possesses and holds a leasehold interest in the Land, (ii) Trustor will hold a fee interest in the Improvements that Trustor will cause to be constructed on the Land pursuant to the Ground Lease, (iii) Trustor has good and marketable title to or a leasehold interest in all of the Property; (iv) other than as limited by the City Documents, or the Ground Lease, Trustor has the full and unlimited power, right and authority to encumber Trustor's interests in the Property with this Deed of Trust and assign the Rents as contemplated herein; (iv) subject only to encumbrances of record and senior liens permitted pursuant to the City Documents or the Ground Lease, or otherwise approved in writing by Beneficiary ("Permitted Encumbrances"), this Deed of Trust creates a valid lien on Trustor's entire interest in the Property; (v) except with respect to Permitted Encumbrances, Trustor holds a leasehold in the Land and will hold a fee interest in the Improvements Trustor will cause to be constructed on the Land pursuant to the Ground Lease free and clear of all deeds of trust, mortgages, security agreements, reservations of title or conditional sales contracts, (vi) there is no financing statement affecting the Property on file in any public office other than as disclosed in writing to Beneficiary; and (vii) the correct address of Trustor's chief executive office is specified in Section 10.2. Beneficiary agrees that it will not withhold consent to reasonable requests for subordination of this Deed of Trust to deeds of trust provided for the benefit of lenders identified in the Financing Plan approved in connection with the Loan Agreement, as such plan may be updated with Beneficiary's approval, provided that the instruments effecting such subordination agreement include reasonable protections to the Beneficiary in the event of default, including without limitation, extended notice and cure rights. 7.2 Condition of Property. Trustor represents and warrants that except as disclosed to Beneficiary in writing, as of the date hereof: (i) Trustor has not received any notice from any governmental authority of any threatened or pending zoning, building, fire, or health code violation or violation of other governmental regulations concerning the Property that has not previously been corrected, and (ii) all information that Trustor has delivered to Beneficiary, either directly or through Trustor's agents, is accurate and complete. 7.3 Authority. Trustor represents and warrants that this Deed of Trust and all other documents delivered or to be delivered by Trustor in connection herewith: (a) 6 OAK #4847-7399-4286 v5