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C. WHEREAS, Health and Safety Code Section 51335(e) mandates that the CHFA Deed of Trust and CHFA Regulatory Agreement be in a first lien position and have priority over any other covenant, condition, restriction or other limitation or agreement imposed on the Project; and D. WHEREAS, Borrower desires that CHFA make the CHFA Loan; and E. WHEREAS, it is beneficial to all parties to this instrument that CHFA make the modification to the Permanent Financing Loan, and Web is willing to subordinate its lease and all rights and restrictions thereof in order that Borrower may obtain the loan modification from CHFA. NOW, THEREFORE, in consideration of the foregoing, Web, the Borrower and CHFA agree as follows: 1. Web and Borrower hereby subordinates the following to the CHFA Regulatory Agreement and CHFA Deed of Trust as modified by that Loan Modification Agreement dated as of September 18, 1999 between Borrower and CHFA and recorded concurrently herewith: a) That Memorandum of Lease dated March 1, 1996, recorded June 3, 1996 as Series No. 96132826 of Alameda County Records and any other Memorandum of Lease with certain covenants, conditions and provisions by and between the Borrower and Web pertaining to the Project. b) An unrecorded Standard Laundry Room Lease by and between Borrower and Web. Hereinafter the Memorandum of Lease and the Standard Laundry Room Lease shall collectively be referred to as the "Lease ". 2. Web and the Borrower further declare that the liens of the CHFA Regulatory Agreement, CHFA Deed of Trust and any other recorded CHFA documents pertaining to this loan modification shall be and in all respects prior and superior to the lease covenants, conditions and provisions and that any renewals or extensions of the above -named CHFA documents shall be and remain at all times a lien or charge on the Project which is prior and superior to the Lease covenants, conditions and provisions. Nothing in this paragraph shall prevent CHFA from independently enforcing its respective occupancy and /or use restrictions as described in the CHFA Regulatory Agreement. 3. Web understands that in reliance on and in consideration of this Subordination, CHFA will make the CHFA loan modification and that monetary and other obligations are being entered into by the Borrower that would not otherwise be made or entered into but for reliance on this Subordination. 4. This agreement contains the whole agreement between the parties relating to the priority of the above- mentioned instruments. There are no agreements written or oral outside or separate from this agreement. All negotiations, if any, are merged into this agreement. 5. If any party shall take any legal action to enforce the terms and conditions of this Agreement, the prevailing party or parties shall be entitled to recover legal costs and reasonable attorneys fees from the other party or parties. CHFA 71.SUBA.WEB /RIDGE VIEW COMMONS 9/20/99. RKO. SAO N2 V O8. emp -2-