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iM:cu:31r:1 on or about the date hereof (the "Senior Deed of Trust"), executed by Borrower, as trustor, for the benefit of Issuer, as beneficiary, and being recorded substantially Concurently herewith in the Official Records of Orange County, California (the "Official Records"). Senior Lender requires that the Senior Deed of Trust shall be the first mortgage lien (specifically excluding the Unsubordinated Regulatory Agreement, as defined below) on Borrower's interest in certain land located in Santa Ana, California and more particularly described on Exhibit A attached hereto (the "Property"). Pursuant to that certain Assignment of Deed of Tr0.St and Related Documents dated on or about the date hereof (the "Assignment of Deed of Trust") made by Issuer, as assignor, in favor of Bond Trustee, as assignee, and being recorded substantially concurrently herewith in the Official Records, Issuer has assigned and is assigning to Bond Trustee all of the Issuer's right, title and interest in, to and under, among other things, the Senior Loan Agreement, the Senior Note and the Senior Deed of Trust. Also in connection with the Bonds, Borrower, Issuer and Bond Trustee have executed that certain Regulatory Agreement and Declaration of Restrictive Covenants (the `Bond Regulatory Agreement"), dated on or about the date hereof, to be recorded substantially concurrently herewith in the Official Records. The Senior Loan Agreement, the Senior Note, the Senior Deed of Trust, Bond Regulatory Agreement and all other documents evidencing or securing the Senior Loan are collectively referred to herein as the "Senior Loan Documents," including without limitation the Permanent Loan Documents on and after the Conversion Date (as such terns are defined below). C. The Borrower has requested the Senior Lender to permit the Subordinate Lender to make a loan to Borrower in the aggregate principal amount of $[3,170,547] (the "Suhordinate Loan"), made pursuant to that certain Loan Agreement, dated on or about the date hereof, by and between Borrower and Subordinate Lender (tire "Subordinate Loan Agreement"), and to secure the Subordinate Loan by, among other things, placing a junior mortgage lien against the Property. D. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Property subject to all of the conditions contained in this Agreement (specifically excluding the Unsubordinated Regulatory Agreement, as defined below). E. NBorrower satisfies the "Conversion Conditions" contained in that certain Bond Purchase Agreement dated on or about the date hereof (the `Bond Purchase Agreement") by and between Borrower, Majority Owner, and California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("Permanent Lender"), Permanent Lender will purchase a portion of the Bonds and the Senior Loan will convert to a tern loan on the Conversion Date (as defined in the Bond Purchase Agreement). On the Conversion Date, Permanent Lender and Borrower will purchase the Senior Loan Documents (as hereinafter defined), and the holder of the Construction Note shall become the Senior Lender hereunder. All documents evidencing or otherwise relating to the Permanent Loan are collectively referred to herein as the "Permanent Loan Documents." AGREEMENTS: NOW, TIIEREEORE., in order to induce the Senior Lender to make the Senior Loan to finance the development of the Property, and to permit the Subordinate Lender to make the Suhm in.mion Apium m — 1,q,acy Square 2 55A-117