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RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: KENNETH KRUG, ESQ. PROSKAUER ROSE LLP 2049 Century Park East, Suite 3200 Los Angeles, CA 90067 Space Above This Line For Recorder's Use ESTOPPEL CERTIFICATE AND AGREEMENT THIS ESTOPPEL CERTIFICATE AND AGREEMENT (this "Agreement") is entered into as of July 1, 2004 by and between the CITY OF RIVERSIDE, a municipal corporation ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE ("Agency"), and RIVERSIDE HOUSING PARTNERS, L.P., a California limited partnership ("Partnership"). Capitalized terms not defined herein shall have the meaning provided in the Affordable Housing Agreement (defined below). RECITALS A. The City, Agency, and Partnership have entered into that certain Affordable Housing Development Agreement, dated as of May 28, 2003 (the "Affordable Housing Agreement"), which provides for the acquisition, construction, operation and maintenance of an affordable multifamily apartment complex (the "Development") on certain land in Riverside, California (the "Site"). B. Pursuant to the Affordable Housing Agreement, the City has loaned and will lend to the Partnership at least One Million Four Hundred Ninety-Three Thousand Five Hundred Thirteen Dollars ($1,493,513) ("City Loan"), and the Agency has loaned and will lend to the Partnership at least Two Million Three Hundred Eighty-One Thousand Seven Hundred Fifty-Six Dollars ($2,381,756) ("Agency Loan" and collectively with the City Loan, the "Loans"). The Affordable Housing Agreement and all documents evidencing or securing the Loans, including, without limitation, the Regulatory Agreement, City Deed of Trust, City Promissory Note, Agency Deed of Trust, Agency Promissory Note, are collectively referred to herein as the "Loan Documents." C. Notwithstanding the amount of the City Loan as set forth above and in the existing Loan Documents, the City has agreed to and will loan to the Partnership an additional amount of at least Two Hundred Thousand Dollars ($200,000) ("Additional City Loan Amount"), which additional amount shall become a part of the City Loan such that the principal balance of the City Loan shall be increased to at least One Million Six Hundred Ninety-Three Thousand Five Hundred Dollars ($1,693,513). The increase of the maximum principal balance of the City Loan based on the Additional City Loan Amount has been or will be further documented in a manner reasonably acceptable to the City and Partnership, which additional documentation shall be considered a part of the Loan Documents. 6015/60851-092 LAWORD/47313v5