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WHEN RECORDED MAIL TO: Housing Capital Company 3200 Bristol Street, Suite 500 Costa Mesa, California 92626 Attention: Mr. Russ Wakeham (SPACE ABOVE FOR RECORDER'S USE) SUBORDI NATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN THE ESTATES IN "['HE PROPERTY BECOMiNG SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURIT'~T INSTRUMENT. THIS SUBORDINATION AGREEMENT ("Agreement") is made as of July 1, 2004, by and among RIVERSIDE HOUSING PARTNERS, L.P., a California limited[ partnership ("Owner"), CITY OF RIVERSIDE, a municipal corporation ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public body, corporate and politic ("Agency") (City and Agency being hereafter sometimes collectively referred to as "Junior Lienholder" or "Junior Lender"), and HOUSING CAPITAL COMPANY, a Minnesota general partnership ("HCC"), as agent (in such capacity, "Agent") for the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers agency, duly organized and validly existing under the laws of the State of California ("Issuer") under and pursuant to the Master Agency Agreement dated as of July 1, 2002, between the Issuer and Agent ("Agency Agreement") (Issuer and its successors in interest in and to this Guaranty acting through Agent during the term of Agent's agency and acting on their own behalf or through other agents thereafter, are referred to herein as "Senior Lienholder" or "Senior Lender"). RECITALS A. Owner owns (i) that certain real estate more particularly described on Exhibit "A" ("Real Property"), and (ii) that certain personal property more particularly described in the Senior Loan Documents (the "Personal Property"; together with the Real Property, the "Property"). B. Each of the documents listed on Exhibit "B" together with all other documents and materials entered into with City and/or Agency with respect to the Property shall be referred to collectively as the "Junior Obligation Documents." C. As used herein, the term "Junior Obligations" means any and all indebtedness, claims, debts, liabilities or other obligations from Owner to Junior Lienholder under the Junior Obligation Documents, together with all costs and expenses, including attorneys' fees, of collection thereof, whether the same accrues or is incurred before or after the commencement of any bankruptcy case by or against Owner. LA/1024139. I