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HOME funds and $300,000 CDBG funds and evidenced by (i) that certain Agreement Between County of San
<br />Mateo Department of Housing and Mental Health Association of San Mateo County to Assist with Waverly Place
<br />for the Period July 1, 2015 to June 30, 2019 dated as of March 24, 2017 ("HOME/CDBG #2 Loan Agreement"),
<br />(ii) that certain Promissory Note Secured by a Deed of Trust dated as of March 24, 2017 executed by Mental Health
<br />Association of San Mateo County ("Sponsor') to the order of County in the principal amount of $100,000 ("HOME
<br />#2 Note"), (iii) that certain Promissory Note Secured by a Deed of Trust dated as of March 24, 2017 executed by
<br />Sponsor to the order of County in the principal amount of $300,000 ("CDBG #2 Note" and, together with the HOME
<br />#2 Note, collectively, the "HOME/CDBG #2 Notes"); (iv) that certain Deed of Trust and Assignment of Rents dated
<br />as of March 24, 2017, executed by Sponsor for the benefit of County to be recorded in the Official Records
<br />concurrently herewith securing the obligations under the HOME #2 Note ("HOME #2 Deed of Trust"), (v) that certain
<br />Deed of Trust and Assignment of Rents dated as of March 24, 2017, executed by Sponsor for the benefit of County
<br />to be recorded in the Official Records concurrently herewith securing the obligations under the CDBG #2 Note
<br />("CDBG #2 Deed of Trust" and, together with the HOME #2 Deed of Trust, collectively, the "HOME/CDBG #2
<br />Deeds of Trust"); and (vi) that certain Declaration of Restrictive Covenants dated as of March 24, 2017, executed
<br />by Sponsor for the benefit of County, to be recorded in the Official Records concurrently herewith ("HOME #2
<br />Restrictions"), as each has been assigned to and assumed by Owner pursuant to that certain Assignment and
<br />Assumption Agreement (CDBG/HOME Fund Loan) dated as of March 24, 2017, by and between Sponsor and
<br />Owner and consented to by County ("County CDBG/HOME Assj Mment"). The HOME/CDBG #2 Loan Agreement,
<br />HOME/CDBG #2 Notes, HOME/CDBG #2 Deeds of Trust, H�ME #2 Restrictions and all other documents or
<br />instruments executed in connection with the HOME/CDBG #2 Loan are hereinafter collectively referred to as the
<br />"HOME/CDBG #2 Loan Documents."
<br />County and HACSM have also made or agreed to make a loan to Owner in the aggregate original principal amount
<br />of Nine Hundred Fifty Thousand and No/100 Dollars ($950,000.00) (the "AHF Loans"), consisting of $800,000 AHF -
<br />1 funds and $150,000 AHF -3 funds and evidenced by (i) that certain Agreement Between County of San Mateo
<br />Department of Housing and Mental Health Association of San Mateo County to Assist with Waverly Place for the
<br />Period May 1, 2014 to June 30, 2018 dated as of July 18, 2014 by and between County and Sponsor ("AHF #1
<br />Loan Agreement"), (ii) that certain Agreement Between Housing Authority of the County of San Mateo and Mental
<br />Health Association of San Mateo County to Assist with Waverly Place for the Period July 1, 2015 to June 30, 2019
<br />by and between HACSM and Sponsor dated as of March 24, 2017 ("AHF #2 Loan ACreement"), (iii) that certain
<br />Promissory Note Secured by a Deed of Trust dated as of July 17, 2014 in the original principal amount of $800,000,
<br />executed by Sponsor to the order of County ("AHF #1 Note"), (iv) that certain Promissory Note Secured by a Deed
<br />of Trust dated as of March 24, 2017 in the original principal amount of $150,000, executed by Sponsor to the order
<br />of HACSM ("AHF #2 Note"); (v) that certain Deed of Trust and Assignment of Rents executed by Sponsor for the
<br />benefit of the County, and recorded in the Official Records on July 25, 2014 as Instrument No. 2014-66600 ("AHF
<br />#1 Deed of Trust"); (vi) that certain Deed of Trust and Assignment of Rents dated as of March 24, 2017, executed
<br />by Sponsor for the benefit of HACSM to be recorded in the Official Records concurrently herewith ("AHF #2 Deed
<br />of Trust") and (vii) that certain Declaration of Affordability Covenants dated as of March 24, 2017, executed by
<br />Sponsor for the benefit of HACSM, to be recorded in the Official Records concurrently herewith ("AHF
<br />Restrictions"), as each of these may have been assigned to and assumed by Owner pursuant to that certain
<br />Assignment and Assumption Agreement (AHF Loan Fund) dated as of March 24, 2017 by and between Sponsor
<br />and Owner and consented to by the Subordinate Lenders ("County AHF Assignment"). The AHF #1 Loan
<br />Agreement, AHF #2 Loan Agreement, AHF #1 Note, AHF #2 Note, AHF #1 Deed of Trust, AHF #2 Deed of Trust,
<br />AHF Restrictions and all other documents or instruments executed in connection with the AHF Loans are hereinafter
<br />collectively referred to as the "AHF Loan Documents."
<br />E. The HOME/CDBG #1 Loans, HOME/CDBG #2 Loans and AHF Loans are collectively referred to herein as the
<br />"Subordinate Loans." The HOME/CDBG #1 Loan Documents, HOME/CDBG #2 Loan Documents and AHF Loan
<br />Documents are collectively referred to herein as the "Subordinate Loan Documents".
<br />F. Lender has made or agreed to make a loan to Owner in the aggregate principal amount of Six Hundred Thousand
<br />and No/100 Dollars ($600,000.00) (the "Senior Loan") evidenced by (i) that certain Agreement with Mental Health
<br />Association of San Mateo County dated as of July 26, 2013 by and between Lender and Sponsor, as amended on
<br />October 30, 2015 and April 7, 2017 ("Senior Loan Agreement"), (ii) that certain Promissory Note dated as of
<br />August 28, 2013 made by Sponsor to the order of Lender ("Senior Note"), (iii) that certain Additional Promissory
<br />Note dated as of October 30, 2015 made by Sponsor to the order of Lender ("Additional Senior Note"), (iv) Short
<br />ATfY/AGR/2017.077/MHA WAVERLY PLACE -COUNTY SUBORDINATION AGREEMENT
<br />REV: 04-07-17 JS -2-
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