NDC SKYLINE ASSOCIATES, LLC AND INTEGRAL COMMUNITIES I, INC.

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CONSENT OF LENDER IndyMac Bank, F.S.B. ("Original Beneficiary") is the original holder of the beneficial interest in that certain Deed of Trust recorded in the Office of the County Recorder of Orange on September 7, 2006 as Instrument No. 2006000598226 (as amended or modified, the "IndyMac Deed of Trust"), which IndyMac Deed of Trust encumbers a portion of the Property covered by the Development Agreement dated as of August 5, 2005, entered into by and among The City of Santa Ana, The Grand Plan 2, LLC, NDC Skyline Associates, LLC and Integral Communities I, Inc. The Development Agreement referred to in the preceding paragraph was amended pursuant to the terms of that certain First Amendment to Development Agreement dated as of July 7, 2008. The Development Agreement referred to above is being further amended pursuant to the terms of the Second Amendment to Development Agreement to which this consent is attached. As amended by the First Amendment to Development Agreement and the Second Amendment to Development Agreement, the Development Agreement referred to above shall be hereinafter referred to as the "Development Agreement." On July 11, 2008, Original Beneficiary and the FDIC, as conservator for Indymac Federal Bank, FSB ("Indymac Federal") entered into that certain Amended and Restated Insured Deposit and Assumption Agreement pursuant to which, among other things, Original Beneficiary transferred to Indymac Federal, all of Original Beneficiary's right, title and interest in and to, among other assets, the IndyMac Deed of Trust On March 19, 2009, Indymac Federal and Indymac Venture, LLC ("Beneficiary") entered into that certain Asset Contribution and Assignment Agreement whereby, among other things, Indymac Federal assigned to Beneficiary all of its right, title and interest in and to the IndyMac Deed of Trust. The undersigned Beneficiary hereby consents to the foregoing Second Amendment to Development Agreement and agrees that the Development Agreement, including but not limited to the provisions of Section 8 of the original Development Agreement, shall continue in full force and effect, even in the event of foreclosure or trustee's sale pursuant to such IndyMac Deed of Trust, or any other acquisition of title by the undersigned, its successors or assigns, of all or any portion of the real property covered by such Ind Mac Deed of Trust. Dated: 7 ~7 ~~ INDYMAC VENTURE, LLC, a Delaware limited liability company By: Name: .~~.~",. _... Title: S/~