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SUBORDINATE LENDER'S CONSENT AND WAIVER <br />California Housing Finance Agency ("Junior Lienholder") hereby (i) acknowledges all <br />of the terms and provisions of the foregoing First Amendment to Deed of Trust and Loan <br />Documents dated as of May 30, 2018, by and between Beneficiary and Trustor, that <br />certain First Amendment to Promissory Note dated as of even date herewith, by and <br />between Beneficiary and Trustor, and that certain Loan Purchase Agreement dated as of <br />even date herewith, by and among Trustor, Beneficiary and CCRC (collectively, the <br />"Amendment Documents"), (ii) acknowledges and agrees that the Subordination <br />Agreement ("Subordination Agreement") dated as of March 1, 2016, among Trustor, <br />Beneficiary and Junior Lienholder, and recorded on March 16, 2016, as Instrument No. <br />2016000109376 in the Official Records, is and shall remain in full force and effect, and <br />that none of the terms of the Amendment Documents shall be construed to impair, or <br />provide a defense to, any of the terms and provisions contained in the Subordination <br />Agreement, (iii) acknowledges and agrees that the priority of the Deed of Trust shall not <br />be impaired as a result of the Amendment Documents, and (iv) acknowledges and agrees <br />that lien or charge of the Deed of Trust shall at all times remain senior to the liens or <br />charges of the "Subordinate Loan Dociunents" described in the Subordination <br />Agreement. All capitalized terms used herein and not otherwise defined shall have the <br />meanings ascribed to such terms in the foregoing Amendment. <br />Dated: May 30, 2018 <br />CALIFORNIA HOUSING FINANCE AGENCY <br />By: _ <br />Name: <br />Title: <br />(SUBORDINATE LENDER CONSENT - CALHFA) <br />4838-5699-1071v.5 4900000-001785 <br />