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Recording Requested by <br />and when Recorded, return to: <br />City of Pleasanton <br />123 Main Street <br />Pleasanton, CA 94566 <br />Attention: City Manager <br />EXEMPT FROM RECORDING FEES PER <br />GOVERNMENT CODE §§6103, 27383 <br />Space above this line for Recorder's use. <br />LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, <br />SECURITY AGREEMENT AND FIXTURE FILING <br />(Sunflower Hill) <br />THIS LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY <br />AGREEMENT AND FIXTURE FILING ("Deed of Trust") is made as of <br />, 20_, by , L.P., a California limited <br />partnership ("Trustor") to Old Republic Title Company as trustee ("Trustee"), for the <br />benefit of the City of Pleasanton, a municipal corporation ("Beneficiary"). <br />RECITALS <br />A. Beneficiary owns fee simple title to the land described in Exhibit A <br />attached hereto and incorporated herein by this reference (the "Land"). Beneficiary and <br />Trustor have entered into a ground lease (the "Ground Lease") dated as of the date <br />hereof, pursuant to which Trustor shall lease the Land for the purposes of developing <br />and operating a 31 -unit affordable rental special needs housing development on the <br />Land (the "Project"). A Memorandum of the Ground Lease will be recorded in the <br />Official Records of Alameda County substantially concurrently herewith. <br />B. Beneficiary and Sunflower Irby LLC, a California limited liability company <br />("Sunflower Irby") entered into a Disposition, Development and Loan Agreement dated <br />as of , 2018 ("Loan Agreement"). Pursuant to an Assignment and <br />Assumption Agreement dated as of , 20_, Trustor has assumed <br />Sunflower Irby's rights and obligations under the Loan Agreement. Pursuant to the <br />Loan Agreement, Beneficiary is providing a loan to Trustor in the amount of Two Million, <br />Two Hundred Fifty Thousand Dollars ($2,250,000) (the "Loan") for the purpose of <br />partially financing the Project. Trustor has issued to Beneficiary a secured promissory <br />note dated as of the date hereof (the "Note") to evidence Trustor's obligation to repay <br />the Loan. <br />C. As a condition precedent to the making of the Loan, Beneficiary has <br />required that Trustor enter into this Deed of Trust and grant to Trustee for the benefit of <br />Beneficiary, a lien and security interest in the Project and in Trustor's leasehold interest <br />in the Land and interests in the Property (defined below) to secure repayment of the <br />1 <br />OAK #4818-1017-3530 v2 <br />