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EXHIBIT "D" DEED OF TRUST RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Redwood City P.O. Box 391 Redwood City, CA 94064 Attn: Redevelopment Director (Space Above for Recorder's Use) DEED OF TRUST WITH ASSIGNMENT OF RENTS of Trust is made on ---, 2005 by L. P., a California limited partnership, "Trustor", whose address is 2 North Second 1250, San Jose, CA 95113, to a California Corporation, hereinafter "Trustee", whose business address is , California in favor of the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY, hereinafter referred to as "Beneficiary", whose business address is P.O. Box 391, Redwood City, California 94064. referred to as This Deed VILLA MONTGOMERY, hereinafter called Street, Suite Trustor irrevocably grants, transfers, and assigns to Trustee in trust, with power of sale, all of Trustor's right, title and interest in and to that property, including all improvements thereon and easements and rights of way used in connection therewith or as a means of access thereto, in the City of Redwood City, County of San Mateo, State of California, described as follows: SEE EXHIBIT "A" together with the rents, issues and profits thereof, subject however to the right reserved by Trustor in Paragraph C-8 hereof to collect and apply such rents, issues and profits, prior to any default hereunder; for the purpose of securing performance in a timely manner of all of Trustor's obligations under (i) that certain Promissory Note executed contemporaneously herewith (the "Note"), (ii) that certain Amended and Restated Disposition and Development Agreement dated , 2005 (the "Agreement"), by and between First Community Housing, Inc., a California non-profit corporation and Beneficiary, (iii) that 0 - 1 REDW\0006\DOC\001-7 3/29/05 3:15 /rove