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Form Deed of Trust and Assignment of Rents dated as of August 28, 2013 and recorded in the Official Records of
<br />San Mateo County, California ("Official Records") on August 29, 2013 as Document No. 2013-127351 ("Senior
<br />Deed"), (v) Declaration of Affordability Covenants recorded in the Official Records on August 29, 2013 as Document
<br />No. 2013-127350 ("Senior Restrictions"), each of which is being assigned to and assumed by Owner pursuant to
<br />that certain Assignment and Assumption and Modification Agreement dated as of April 7, 2017 ("Assianment
<br />Agreement"), by and among Sponsor, Owner, and Lender to be recorded concurrently herewith in the Official
<br />Records. Each of the foregoing, other than the Senior Loan Agreement is being amended pursuant to the
<br />Assignment Agreement. The Senior Loan Agreement, Senior Note, Additional Senior Note, Senior Deed, Senior
<br />Restrictions, Assignment Agreement, and all other documents or instruments executed in connection with the
<br />Senior Loan are hereinafter collectively referred to as the "Senior Loan Documents".
<br />G. Lender requires that the Senior Deed of Trust be unconditionally and at all times remain a lien or charge upon the
<br />Property, prior and superior to all the rights of the Subordinate Lenders secured by the Subordinate Loan
<br />Documents, the repayment of the Subordinate Loans and the Subordinate Lenders' rights under any other
<br />Subordinate Loan Documents and that the Subordinate Lenders specifically and unconditionally subordinate the
<br />Subordinate Loan Documents, the repayment of the Subordinate Loans and the Subordinate Lenders' rights under
<br />any other Subordinate Loan Documents to the lien or charge of the Senior Deed of Trust, the repayment of the
<br />Senior Loan and the other Senior Loan Documents.
<br />H. Each of the Subordinate Lenders and Owner agree to the above -referenced subordination in favor of Lender.
<br />THEREFORE, for valuable consideration and to induce Lender to make certain amendments to the Senior Loan and Senior
<br />Loan Documents, Owner and each of the Subordinate Lenders hereby agree for the benefit of Lender as follows:
<br />1.1 Each of Lender and the Subordinate Lenders agree that the Senior Deed of Trust, Senior Loan Documents,
<br />Subordinate Deed of Trust, and Subordinate Loan Documents are unconditionally and will remain at all
<br />times, liens, claims, or charges on the property in the following priority order:
<br />(a) the Senior Deed of Trust and Senior Loan Documents; and
<br />(b) the Subordinate Deed of Trust and Subordinate Loan Documents.
<br />1.2 The Senior Deed of Trust securing the Senior Note and the Additional Senior Note in favor of Lender, and
<br />any modifications, renewals or extensions thereof (including, without limitation, any modifications, renewals
<br />or extensions with respect to any additional advances made subject to the Senior Deed of Trust), together
<br />with Lender's right to repayment of the Senior Loan and Lender's rights under any other Senior Loan
<br />Documents, shall unconditionally be and at all times remain a lien or charge on the Property prior and
<br />superior to the Subordinate Loan Documents, the repayment of the Subordinate Loans and Subordinate
<br />Lenders' rights under any other Subordinate Loan Documents, subject to the terms of this Agreement;
<br />provided, however, Subordinate Lenders must have given their prior written consent to any modification,
<br />renewal or extension that affects the principal sum and/or increases the interest rate accruing on the
<br />principal sum of the Senior Loan as a condition to the subordination of the Subordinate Loan Documents
<br />to any such change in terms.
<br />1.3 This Agreement shall be the whole agreement with regard to the subordination of (a) the Subordinate Loan
<br />Documents, (b) the repayment of the Subordinate Loans and (c) Subordinate Lenders' rights under any
<br />other Subordinate Loan Documents to the lien or charge of the Senior Deed of Trust together with Lender's
<br />right to repayment of the Senior Loan and Lender's rights under any other Senior Loan Documents and
<br />shall supersede and cancel, but only insofar as would affect the priority of the Senior Deed of Trust, any
<br />prior agreements as to such subordination, including, without limitation, those provisions, if any, contained
<br />in the Subordinate Loan Documents, which provide for the subordination of the Subordinate Deed of Trust
<br />or any other Subordinate Loan Documents to a deed or deeds of trust or to a mortgage or mortgages.
<br />Each Subordinate Lender further declares, agrees and acknowledges for the benefit of Lender, that
<br />ATTY/AGR/2017.077/MHA WAVERLY PLACE -COUNTY SUBORDINATION AGREEMENT
<br />REV: 04-07-17 JS -3-
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