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ATTACHMENT 2 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Silicon Valley Bank Attention: Community Development Finance 505 Howard Street, 3rd Floor San Francisco, CA 94105 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) SUBORDINATION AGREEMENT (CITY LOAN) THIS SUBORDINATION AGREEMENT (this "Agreement") is dated as of 2018 by and among (i) MP MOSAIC GARDEN ASSOCIATES, L.P., a California limited partnership (the "Borrower"), (it) CITY OF REDWOOD CITY, a charter city and municipal corporation in the State of California (the "Subordinate Lender'); and (iii) SILICON VALLEY BANK, its successors, transferees and assigns ("Senior Lender"). Recitals A. Borrower is the owner of the real property described in Exhibit A attached to this Agreement (the "Property"). B. Pursuant to that certain Loan Agreement (Construction Loan Converting to Term Loan) (the "First Mortgage Loan Agreement") executed as of , 2018 between Borrower and Senior Lender, Senior Lender is making a construction loan to Borrower in the principal amount of and No/100 Dollars ($ .00) (the "Construction Loan Amount"). Upon the satisfaction of certain conditions, the construction loan will convert to a Tranche B term loan in the aggregate principal amount of up to and No/100 Dollars ($ .00) (the "Term Loan Amount"). The Construction Loan Amount and the Tenn Loan Amount shall be collectively referred to herein as "First Mortgage Loan". The First Mortgage Loan is or will be secured by a first mortgage lien (the "First Mortgage") on the Property. The Borrower's obligation to repay the First Mortgage Loan is evidenced by a Promissory Note in the aggregate principal amount of $ .00 (the "First Mortgage Note"). The First Mortgage Loan Agreement, First Mortgage Note, First Mortgage and the other "Loan Documents" (as defined in the First Mortgage Loan Agreement) as hereinafter sometimes collectively referred to as the "First Mortgage Loan Documents"). C. Upon the timely satisfaction of the Conversion Conditions set forth in that certain Loan Purchase Agreement ("Loan Purchase Agreement") dated as of even date herewith by and among Borrower, Senior Lender and California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("CCRC"), CCRC has agreed to purchase a portion of the Loan from Senior Lender for a purchase price in the maximum amount of $ .00. Effective as of the Conversion Date (as defined in the Loan Purchase Agreement) and CCRC's purchase of the Loan, any reference herein to "Senior Lender" shall mean CCRC. D. The Borrower has requested the Senior Lender permit the Subordinate Lender to make a subordinate loan to Borrower in the aggregate amount of $1,100,000.00 (the "Subordinate Loan") which is evidenced by that certain Promissory Note dated as of , 2018 and made by Borrower to the order of Subordinate Lender in the original principal amount of $1,100,000.00 (collectively, the "Subordinate Note") and secured by that certain Short Form Deed of Trust and Assignment of Rents dated as of , 2018 and made by Borrower, as trustor, in favor of SMRH:485014366.4 -1- ATTY/AGR/2018.029/MID PEN MOSIAC GARDENS - SUBORDINATION AGREEMENT REV: 02-06-18 JS