MAINPLACE MF 2, LLC; QR US FINANCE REIT, LLC; MAINPLACE SHOPPINGTOWN, LLC.

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N-2026-061 0:Pip (b) N1JVAli Po shigv 01 CERTIFICATE OF COMPLIANCE �i�Ptzes►,Kpou�(Dz) THIS CERTIFICATE OF COMPLIANCE is made and entered into as of the date of signature below by THE CITY OF SANTA ANA, CALIFORNIA (the "City") to and for the benefit of MAINPLACE MF 2, LLC, a Delaware limited liability company ("Phase II MF Owner"), as Owner of the property described on Exhibit A ("Pro e "), and QR US FINANCE REIT LLC, a Delaware limited liability company("Lender"), and their respective successors and assigns (collectively, the "Reliance Parties"), with respect to (i) that certain Development Agreement No.2018-02 between MAINPLACE SHOPPINGTOWN,LLC("Original Owner"), and the City recorded on July 24, 2019 as Document No. 2019000265786 (the "Development Agreement"), and (ii) that certain Memorandum of Understanding between Original Owner and the City recorded on August 5,2025 as Document No. 2025000216793 (the"MOU"and,together with the Development Agreement, the "Agreements"). The City confirms to the Reliance Parties as of the date hereof as follows: 1. The ordinance approving and authorizing the Development Agreement is Ordinance No. NS-2967 (the "Ordinance"). Accordingly, the Effective Date of the Development Agreement is July 18, 2019 and the Initial Term will expire on July 18, 2029. 2. Each of the Agreements and the Ordinance is in full force and effect and has not been cancelled, terminated, modified, supplemented, amended or assigned in any way whatsoever. The City has not received any written notice from any Owner that such Owner has elected to terminate the Development Agreement in accordance with Section 6.4 thereof. All Conditions for Approval for Tentative Parcel Map No. 2018-01 attached as Exhibit A to the Ordinance (the "Conditions of Approval") have been satisfied in full except: those identified in Exhibit A to City Council Resolution No. 2019-041, attached hereto as Exhibit B, other than Items 4 and 14 listed therein which have been satisfied. 3. City has not received or given any notice of default under the Agreements, nor any notice of modification or termination pursuant to Section 5.4 of the Development Agreement, and each of the Phase II MF Owner, Original Owner, the other Owners, the Property, and the Project are in compliance with the Agreements in all material respects. 4. The entitlements for the Project in effect as of the date hereof are listed on Exhibit C ("Project Approvals"). To the best of the City's knowledge, all such Project Approvals are final and not subject to challenge or appeal. 5. There are no outstanding Permit Fees for permits issued as of the date hereof or Development Impact Fees owed by the Phase II MF Owner or the Property,and all amounts due from Phase II MF Owner,the Owners and/or relating to the Property and/or the Project under the Agreements have been, to date, paid. Additional Permit Fees and/or Development Impact Fees will be due and payable at such time as additional permits are issued by the City. ACTIVE/204769153.11