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mineral of any kind or character on the Property, or if title to such Property becomes subject to any encumbrance, lien or charge,
<br />voluntary or involuntary, contractual or statutory, without Beneficiary's written consent, then Beneficiary, at Beneficiary's option, may,
<br />without prior notice, declare default of this Deed of Trust.
<br />Notwitbstanding the foregoing, Beneficiary hereby approves (i) the grant by Trustor to MidPen Housing Corporation and Mid -
<br />Peninsula Coalition Belle Haven, Inc. (together, "MidPen") of a right to repurchase and right of fust refusal pursuant to the Right to
<br />Repurchase/Right of First Refusal to be entered into between Trustor and MklPen (the "MidPen Right to Repurchase"), upon WNW a
<br />conveyance of the Property to Trustor, and (ii) the grant by Trustor -to the County of San Mateo of a right to purchase and right of first
<br />refusal pursuant to the Right to Purchase/Right of First Refusal to be entered into between Trustor and County (the "County Right to
<br />Purchase"), upon MidPen's convgyance ofthe Property to Trustor (the rights under which are exercisable by County in the event MidPen
<br />does not exercise its rights under the MidPen Right to Repurchase).
<br />Further, Beneficiary agrees to subordinate this Deed of Trust to the MidPen Right to Repurchase and the County Right to Purchase
<br />concurrently with the recordation thereof.
<br />(4) If the Community Development Director of the Beneficiary (the "Director") consents in writing, which consent may be
<br />unreasonably withheld, the default -on -encumbrance, lien, or charge provision set forth in Paragraph 3 above shall not apply to a junior
<br />voluntary deed of trust or mortgage lien in favor of another lender encumbering the Property, provided that (a) the new voluntary deed
<br />of trust or mortgage lien contains use restrictions substantially similar and at least as rigorous as the use restrictions set forth in Article
<br />2.1 of the Affordability Agreement; (b) Trustor gives Beneficiary at least 60 days' written notice of the further encumbrance and
<br />reimburses Beneficiary for all out-of-pocket costs and expenses incurred in connection with such encumbrance; and (c) Beneficiary,
<br />Trustor, and other necessary parties execute a Subordination Agreement, in a form reasonably acceptable to the Director.
<br />(5) Subject to prior liens and assignments: Trustor hereby absolutely and unconditionally assigns to Beneficiary all of the rents,
<br />issues, profits, royalties, revenues, income and other benefits (collectively, the "Rents") derived from the Property, whether now due,
<br />past due or to become due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the right, power mrd
<br />authority, but not the obligation, to collect the Rents, and to sue, either in the name of Trustor or Beneficiary, for all such Rents and to
<br />apply as Beneficiary may determine in its sole discretion. This assignment of Rents is intended to create and shall be construed to create
<br />an absolute assignment to Beneficiary of all of Trustor's right, title and interest in the Rents, effective upon execution and delivery of
<br />this Deed of Trust, and shall not be deemed to create a security interest therein for the payment of any indebtedness or the performance
<br />of any obligations secured hereby, and such assignment is independent of and not conditioned upon Beneficiary's actual or constructive
<br />possession of the Property. Trustor acknowledges that neither such assignment, nor the exercise of Beneficiary's rights shall make
<br />Beneficiary a "mortgagee -in -possession," or otherwise cause Beneficiary to incur any responsibility or liability in connection with the
<br />Property. Notwithstanding the foregoing, so long as no default exists by Trustor in the payment of any indebtedness secured hereby, or
<br />in any other covenant contained herein, or in said note or notes or in any other document evidencing or securing such indebtedness,
<br />Trustor shall have the right to collect all Rents from the Property and to retain, use and enjoy the same. Upon the occurrence of such a
<br />default, without the necessity of demand or other notice to Truster or any other act to enforce Beneficiary's interest pursuant to this
<br />assignment, Trustor shall have no interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents shall
<br />be received and held by Trustor in constructive trust for Beneficiary and delivered promptly to Beneficiary, or to a court-appointed
<br />receiver for the Property, without the necessity for further notice to, or demand upon, Trustor. Upon the occurrence of such a default
<br />and at any time thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the Property a notice to the
<br />effect that: (a) a default has occurred; (b) Beneficiary has elected to exercise its rights under this assignment; and (c) such tenant is
<br />thereby directed to thereafter make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary, shall direct. Any such
<br />tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected with respect to any payment of Rents made
<br />pursuant to such notice, irrespective of whether a dispute exists between Trustor and Beneficiary with respect to the existence of a
<br />default or the rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or determine the validity or accuracy
<br />of such notice or the validity or enforceability of this assignment. Trustor hereby agrees to indemnify, defend and hold any such tenant
<br />harmless from and against any and all losses, claims, damages or liabilities arising from or related to any payment of Rents by such
<br />tenant made in reliance on and pursuant to such notice. '
<br />(5) That upon default by Trustor in performance of any agreement secured by this Deed of Trust, Beneficiary may declare a default
<br />by delivery to Trustee of a declaration of default and demand for sale and of a notice of default and of a notice of sale, which notice
<br />Trustee shall cause to be filed for recording. Beneficiary also shall deposit with Trustee this Deed ofTrust and all documents evidencing
<br />expenditures secured by this Deed of Trust.
<br />(6) That upon default of any obligation secured by this Deed of Trust Beneficiary may instruct Trustee to proceed with a sale of
<br />the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code
<br />ATfY/AGR/2017.092/MIDPEN—LIVEMOVES—REDWOOD FAMILY HOUSE
<br />REV: 06-06-1715
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