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JUNIOR LIENHOLDER CONSENT AND SUBORDINATION (County Documents) The undersigned hereby consent to the recording of the "Second Amendment to City and Agency Loan Documents (Estabrook Senior Housing)" dated for reference purposes as of April 1, 2009, among the Redevelopment Agency of the City of San Leandro, a public agency ("Agency"), the City of San Leandro, a municipal corporation ("City") and Estabrook Senior Housing, L.P., a California limited partnership ("Borrower") to which this Junior Lien Holder Consent and Subordination is attached. The undersigned agree that the following documents: (i) Regulatory Agreement and Declaration of Restrictive Covenants recorded March 6, 2009 as Instrument No. 2009067182 of the Official Records of Alameda County Records; (ii) Deed of Trust With Assignment of Rents, Security Agreement, and Fixture Filing recorded March 6, 2009 as Instrument No. 2009067183 of the Official Records of Alameda County Records, and (iii) Intercreditor Agreement recorded March 6, 2009 as Instrument No. 2009067184 of the Official Records of Alameda County Records; are subordinate liens and shall remain subordinate liens to: (a) That Owner Participation and Loan Agreement dated as of September 10, 2007, a Memorandum of which was recorded in the Official Records of Alameda County on September 18, 2007 as Instrument No. 2007-334383; (b) Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants recorded on September 18, 2007, as Instrument No. 2007- 334384; (c) Deed of Trust recorded on September 18, 2007, as Instrument No. 2007-3343$5; and (d) Deed of Trust recorded on September 18, 2007, as Instrument No. 2007-334387, as each were amended by that Amendment to City and Agency Documents recorded March 6, 2009 as Instrument No. 2009-067181 and as further amended by the "Second Amendment to City and Agency Loan Documents (Estabrook Senior Housing)."