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RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Wright Tremaine LLP 865 S. Figueroa Street Suite 2400 Los Angeles, CA 90017 Attn: Tiffany Switzer, Esq. SUBORDINATION AGREEMENT A- 2016 -033-A NOTICE; THIS SUBORDINATION AGREEMENT RESULTS IN THE LIEN OF YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT OR INSTRUMENTS. THIS SUBORDINATION AGREEMENT (this "Agreement ") is entered into this let day of March, 2016 by and among (1) BANK OF AMERICA, N.A., a national banking association ( "Senior Lender "); (ii) the CITY OF SANTA ANA, a charter city and municipal corporation (the "Subordinate Lender "), and (iii) DEPOT AT SANTIAGO, L.P., a California limited partnership (the "Borrower"). Recitals A. Pursuant to that certain Construction and Permanent Loan Agreement dated as of even date herewith (the "Senior Loan Agreement ") by and between Senior Lender and Borrower, Senior Lender has agreed to make a loan to Borrower in the maximum principal amount of Twenty -Seven Million Two Hundred Ninety -Five Thousand Two Hundred Seventy and Noll 00 "' Dollars ($27,295,270) (the "Senior Loan'). B. The obligations of Borrower for repayment of the Senior Loan are evidenced by a promissory note in the face principal amount of $27,295,270 (the "Senior Note ") and are secured by, among other things, a Construction and Permanent Deed of Trust, with Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of even date herewith (the "Senior Deed of Trust ") executed by Borrower, as trustor, for the benefit of Senior Lender, as beneficiary, and being recorded concurrently herewith in the Official Records of Orange County, California (the "Official Records "). The Senior Deed of Trust encumbers the property ( "Land ") more particularly described in Exhibit A attached hereto and the other real and personal property described therein (collectively, the "Property "). The Senior Loan Agreement, the Senior Note, the Senior Deed of Trust and all other documents evidencing or otherwise relating to the Senior Loan are collectively referred to herein as "Senior Loan Documents ". C. Subordinate Lender has entered into a Loan Agreement with Borrower dated as of July 11, 2013 ( "Original Subordinate Loan Agreement"), which recorded on August 9, 2013 as Document No. 2013000476765 in the Official Records, pursuant to which Subordinate Lender made a loan to Borrower in the amount of $3,000,000 ( "Subordinate Loan "). The Subordinate Loan is secured by the Property. The Original Subordinate Loan Agreement was amended pursuant to (i) that certain Amendment to Loan Agreements dated as of July 18, 2014, by and between the Subordinate Lender and Borrower ("Subordinate Loan Agreement Amendment"), which was recorded in the Official Records on June 27, 2014 as Instrument No. 201400025562, and (ii) that certain City Loan Modification Agreement dated as of March 1, 2016, by and between Borrower and Subordinate Lender to be recorded in the Official Records substantially concurrently herewith ( "City Modification Agreement "). The Original N DWT 28855138v54900000- 001789