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SUBORDINATION AGREEMENT
<br />THIS SUBORDINATION AGREEMENT (this "Agreement") is made and entered into
<br />as of June , 2020 by and among (i) CITIBANK, N.A., a national banking association
<br />("Senior Lender"), (ii) CITY OF REDWOOD CITY, a municipal corporation in the State of
<br />California (the "Subordinate Lender"), and (iii) 353 MAIN STREET APARTMENTS, LP, a
<br />California limited partnership ("Borrower").
<br />RECITALS:
<br />A. Borrower applied to the California Statewide Communities Development
<br />Authority, a joint exercise of powers agency, organized and existing under the laws of the State
<br />of California ("Governmental Lender"), for a loan (the "Senior Loan") for the acquisition,
<br />construction, rehabilitation, development, equipping and/or operation of a 125 -unit multifamily
<br />residential project located in the City of Redwood City, San Mateo County, California, known or
<br />to be known as 353 Main Street Apartments (the "Property").
<br />B. The Senior Loan is evidenced by (i) that certain Multifamily Note (Tax Exempt),
<br />dated as of October 18, 2019, in the maximum principal amount of $53,247,500 made by
<br />Borrower payable to the order of Governmental Lender (the "Construction/Permanent Note"),
<br />(ii) that certain Multifamily Note (Taxable), dated as of October 18, 2019, in the maximum
<br />principal amount of $12,689,500 made by Borrower payable to the order of Governmental
<br />Lender (the "Construction Note", and together with the Construction/Permanent Note, the
<br />"Senior Note") and (iii) that certain Borrower Loan Agreement, dated as of the date hereof, by
<br />and between Borrower and Governmental Lender (the "Borrower Loan Agreement").
<br />C. The Senior Loan is secured by, among other things, that certain Multifamily Deed
<br />of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of
<br />October 1, 2019, executed by Borrower for the benefit of Governmental Lender (as the same
<br />may from time to time be extended, consolidated, substituted for, modified, increased, amended
<br />and supplemented, "Senior Security Instrument"), which Senior Security Instrument was
<br />recorded on October 18, 2019 in the office of the recorder of the County of San Mateo,
<br />California (the "Official Records") at Recorder's Serial No. 2019-086815 and encumbers the
<br />Property.
<br />D. Borrower requested that Senior Lender enter into that certain Funding Loan
<br />Agreement, dated as of October 1, 2019, by and between Governmental Lender and Senior
<br />Lender, pursuant to which Senior Lender made a loan to Governmental Lender (the "Funding
<br />Loan"), the proceeds of which were used to make the Senior Loan to Borrower pursuant to the
<br />Borrower Loan Agreement.
<br />E. The Senior Note, the Senior Security Instrument and the Borrower Loan
<br />Agreement were each assigned by Governmental Lender to Senior Lender to secure the Funding
<br />Loan pursuant to that certain Assignment of Deed of Trust and Loan Documents dated as of
<br />October 1, 2019 recorded on October 18, 2019 in the Official Records at Recorder's Serial No.
<br />2019-086816. The Borrower and Senior Lender have entered into that certain Construction
<br />REV: 06-24-2020 PR
<br />ATTY/AGR.2020.105/353 Main Street Apartments, LP & Citibank, N.A. (Page 2 of 18)
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