RecDoc 2021-146163 Subordination Agreement 353 Main Street

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C. The County and the Borrower entered into that certain Agreement Between County of San Mateo and 353 Main Street Apartments, L.P. To Assist With 353 Main Street Project For The Period January 1, 2019 — December 31, 2024 dated as of July 29, 2019, as may be amended from time to time (the "County Loan Agreement"), under which the County committed to provide the "County Loan" in the amount of Fifty -Seven Thousand Eight Hundred Ninety -Six Dollars ($57,896). The County Loan is evidenced by that certain Promissory Note executed by Borrower for the benefit of the County in the amount of the County Loan (the "County Note"). The County Note is secured by that certain Deed of Trust with Assignment of Rents executed by Borrower for the benefit of the County (the "County Deed of Trust") recorded in the Official Records dated as of October 18, 2019, and recorded in the Official Records as Document No. 2019-086820, on October 18, 2019 (the "County Deed of Trust") and by that certain Declaration of Affordability Covenant, dated as of October 18, 2019, and recorded in the Official Records as Document No. 2019-086817, on October 18, 2019 (the "County Regulatory Agreement"). The County Loan Agreement, the County Deed of Trust, the County Regulatory Agreement and the County Note are hereinafter collectively referred to as the "County Loan Documents. D. The City and the Borrower, entered into that certain Loan Agreement dated as of July 13, 2020, as may be amended from time to time (the "City Loan Agreement"), under which the City committed to provide the "City Loan" in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000). The City Loan is evidenced by that certain Promissory Note (the "City Note"). The City Note is secured by that certain Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing executed by Borrower for the benefit of the City, recorded in the Official Records concurrently herewith (the "City Deed of Trust") and by that certain Regulatory Agreement and Declaration of Restrictive Covenants, recorded in the Official Records concurrently herewith (the "City Regulatory Agreement") and that certain Notice of Affordability Restrictions on Transfer of Property, recorded in the Official Records concurrently herewith (the "Notice of Restrictions"). The City Loan Agreement, the City Deed of Trust, the City Regulatory Agreement, the Notice of Restrictions, and the City Note are hereinafter collectively referred to as the "City Loan Documents". E. As a condition precedent to the City Loan, the City requires that the City Regulatory Agreement unconditionally be and remain at all times a lien or charge upon the Development prior and superior to the liens or charges of the County Loan Documents and the Authority Loan Documents. F. It is of mutual benefit to the Parties hereto, and the Parties hereto desire to enter into this Agreement to: (1) subordinate the County Loan Documents to the City Regulatory Agreement; (2) to subordinate the Housing Authority Loan Documents to the City Regulatory Agreement; and (3) provide the County and the Housing Authority notices and cure rights under the City Loan Documents, all as specified herein. NOW, THEREFORE, in consideration of the funding of the City Loan, and in consideration of the mutual promises and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the City to fund the City Loan to Borrower, the parties to this Agreement do hereby agree as follows: REV: 11-30-2020 PR ATTY/AGR.2020.275/ROEM (Page 2 of 15)