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2. The REA has been duly authorized, executed and delivered by us and Seller and <br /> is in full force and effect. The REA constitutes the entire agreement between us and Seller <br /> pertaining to the Property. The REA has not been amended, supplemented or modified except as <br /> described above and attached hereto. There are no other agreements, whether oral or written, <br /> between the Commercial Owner and the Residential Owner concerning the Property. <br /> 3 . We currently hold all of the right, title and interest of the "Commercial Owner" <br /> under the REA and have not assigned, hypothecated, encumbered, mortgaged, pledged or <br /> subordinated any of our interest under the REA or in the Property (except for that certain Deed <br /> of Trust, Security Agreement and Fixture Filing with Assignment of Rents and Proceeds dated as <br /> of April 16, 2012 and recorded in the Office of the Recorder of San Mateo County, California on <br /> April 19, 2012 as Instrument Number 2012-054339, and any amendments thereto; the <br /> Assignment of Rents and Leases dated as of April 16, 2012 and recorded in the Office of the <br /> Recorder of San Mateo County, California on April 19, 2012 as Instrument Number 2012- <br /> 054340, and any amendments thereto; leases to commercial tenants as contemplated in the REA, <br /> and any amendments thereto) in whole or in part. There are no additional "Commercial Owners" <br /> under the REA. Upon the recordation of a deed from Seller, as grantor, in favor of the <br /> Partnership, as grantee, conveying the Residential Parcel to the Partnership, we will recognize <br /> the Partnership as the Residential Owner under the REA. <br /> 4. Any and all sums due us under the REA through and including the date hereof <br /> have been paid in full in a timely manner. <br /> 5 . No default, or any event or condition that, with the passing of time or giving of <br /> notice or both, would constitute a default, on the part of us as Commercial Owner, or, to our <br /> actual knowledge, on the part of the Residential Owner, exists under the REA and no event has <br /> occurred that authorizes, or with the [apse of time or with the giving of notice or both, will <br /> authorize, either Commercial Owner or the Residential Owner to declare a default under the <br /> REA. We have no outstanding unresolved claims against the Residential Owner under the REA. <br /> We have no existing defenses as to our obligations under the REA and claim no counterclaims <br /> against the Residential Owner or offsets against enforcement of the REA by the Residential <br /> Owner. <br /> 6. We will not enter into any agreement to terminate, cancel, amend, alter, or modify <br /> the REA without the prior written consent of each of you and any such purported agreement shall <br /> not be valid or effective without such prior written consent. <br /> 7. Any matter required by the REA to have been approved by us on or before the <br /> date hereof has been approved, including, without limitation, the proposed rehabilitation of the <br /> Residential Parcel and the plans and specifications for such rehabilitation work. <br /> 8. We agree that we shall satisfy our obligation to carry the all-risk property <br /> insurance for the Commercial Parcel through the All Risk Property Insurance Policy and the <br /> Pollution Liability Policy maintained by MidPen Housing Corporation, a related entity to the <br /> Partnership, all as more particularly described in the REA, and we will not alter this arrangement <br /> without your prior written consent. <br /> 2 <br /> CII1 3926784N 1 <br />