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First American Title Insurance Company, a California corporation ("Trustee"), as trustee for the
<br />benefit of THE CITY OF REDWOOD CITY, a municipal corporation ("Beneficiary").
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<br /> RECITALS
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<br />^. Beneficiary currently holds fee title to the land described on Exhibit A hereto (the
<br />"Land").
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<br /> B. Pursuant to that certain Agreement dated for reference purposes
<br /> ,2000 (the "Lease"), Beneficiary leased the Land to Trustor.
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<br /> c. Pursuant to that certain , Trustor has agreed to deliver
<br />to Beneficiary a promissory note evidencing Trustor's obligation to repay to Beneficiary a loan
<br />in the original principal amount Dollars ($. .) (the "Note") and to
<br />deliver this Deed of Trust encumbering Trustor's leasehold interest in the Land created by the
<br />Lease.
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<br /> AGREEMENTS
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<br /> NOW, THEREFORE, (a) for and in consideration of: (i) the Note, (ii) the Recitals set
<br />forth above (such Recitals being incorporated herein and made a part hereof by this reference)
<br />and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby
<br />acknowledged, (b) to secure the indebtedness evidenced by the Note (the "Indebtedness") and
<br />(c) to secure the performance by Trustor of all of its other covenants, agreements and obligations
<br />under this Deed of Trust, Trustor does, by these presents, irrevocably and unconditionally
<br />GRANT, BARGAIN, SELL, TRANSFER, ASSIGN AND CONVEY unto Trustee, its
<br />successors and assigns, IN TRUST WITH POWER OF SALE and right of reentry and
<br />possession for the benefit and security of Beneficiary and its successors and assigns, and subject
<br />to the terms and conditions hereinafter set forth, all of its right, title, interest and estate now
<br />owned or hereafter acquired in and to the Land arising under the Lease, which, with the property
<br />hereinafter described, is referred to as the "Mortgaged Property."
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<br /> TOGETHER WITH all of Trustor's right, title and interest in and to: (a) the Land and
<br />all improvements, whether now or hereafter constructed thereon, and all replacements and
<br />proceeds thereof and accessions thereto, if any ("Improvements"), and all tenements,
<br />easements, rights of way, licenses, privileges, fixtures and appurtenances pertaining or belonging
<br />to the Land, whether now held or hereafter acquired, and the reversion or reversions and
<br />remainder or remainders thereof, (b)all leases, lettings, agreements for use and occupancy,
<br />concessions and licenses of or with respect to any or all of said Land or Improvements, whether
<br />now or hereafter existing (collectively, the "Subleases"), and all rents, issues and profits
<br />("Rents") thereof for so long and during all such times as Trustor may be entitled thereto (which
<br />are pledged primarily and on a parity with said Land and not secondarily), all utility or other
<br />deposits relating to the Improvements or the Land made by Trustor or any tenants or lessees
<br />under said Subleases, all security and similar deposits under said Subleases, together with
<br />interest earned thereon, and all proceeds of any or all of the foregoing, and (c) all fixtures,
<br />machinery, apparatus, equipment, goods, fittings and other articles of personal property, now or
<br />hereafter located in or on the Improvements or the Land (together with all other items of personal
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<br />17996.00003~BGLIB 1 \1083970.6 2
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