Agenda packet, joint meeting — Glendale City Council, October 6, 2026

A G E N D A
JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
OCTOBER 6, 2026 – 4:00 PM

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2. Agenda item to which you are submitting public comment

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Public Comments during Community Event Announcements, First and Second Periods of Oral Communications and agenda items will be governed as provided in the descriptions for those items on the agenda below. Pursuant to State law, the City Council may not discuss or take action on any item not appearing on the meeting agenda, except that members of the City Council or staff may ask a question for clarification or briefly respond to statements made or questions posed by persons exercising public testimony rights (Government Code Section 54954.2). Staff may be asked to follow up on such items.

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Online participants must raise their hands and telephone users must dial *9 after the Mayor or City Clerk state it is time to indicate their desire to speak on an item but before the deadlines stated 2 TYPED 9/30/2026 10:27:14 PM
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above.

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OCTOBER 6, 2026 – 4:00 PM
ROLL CALL - 4:00 PM - Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda.

The Agenda for the Tuesday, October 6, 2026 joint public meeting of the City Council and Housing Authority was posted on September 30, 2026, on the Bulletin Board outside City Hall.

A JOINT PUBLIC MEETING of the City Council and Housing Authority is hereby called to meet at 4:00 PM on Tuesday, October 6, 2026, in the Council Chamber, 613 E. Broadway, 2nd Floor, Glendale, CA 91206 to consider the following item(s) of business, to wit;

1. Community Development, re: Approval of Ground Lease Amendments and Related Financing Documents for Metropolitan City Lights and Glendale City Lights in Connection with Refinancing of Existing Senior Debt
a. City Council Motion Receiving and Filing this Report Regarding Housing Authority's approval of Ground Lease Amendments and Related Financing Documents for Metropolitan City Lights and Glendale City Lights;
b. Housing Authority Motion Authorizing Executive Director to Execute Third Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Metropolitan City Lights, located at 1760 Gardena Avenue; and c. Housing Authority Motion Authorizing Executive Director to Execute First Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Glendale City Lights, located at 3673 San Fernando Road

ADJOURNMENT
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1 CITY OF GLENDALE, CALIFORNIA
REPORT TO THE JOINT MEETING: GLENDALE CITY COUNCIL AND

GLENDALE HOUSING AUTHORITY

AGENDA ITEM
Report: Approval of Ground Lease Amendments and Related Financing Documents for Metropolitan City Lights and Glendale City Lights in Connection with Refinancing of Existing Senior Debt

1. City Council Motion Receiving and Filing this Report Regarding Housing Authority's approval of Ground Lease Amendments and Related Financing Documents for Metropolitan City Lights and Glendale City Lights;

2. Housing Authority Motion Authorizing Executive Director to Execute Third Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Metropolitan City Lights, located at 1760 Gardena Avenue; and

3. Housing Authority Motion Authorizing Executive Director to Execute First Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Glendale City Lights, located at 3673 San Fernando Road.

COUNCIL ACTION

EXECUTIVE SUMMARY
Metropolitan City Lights and Glendale City Lights are affordable housing development projects located on land owned by the Glendale Housing Authority (Housing Authority) and operated pursuant to long-term ground leases. The project owners are refinancing existing senior mortgage debt through new Fannie Mae financing and, as a condition of the refinancing, have requested approval of required amendments to the Housing Authority's ground leases and execution of related financing documents.

The proposed amendments modify certain substantive rights originally negotiated by the Housing Authority, including provisions governing the Housing Authority's future option to acquire the project improvements. Because the requested changes affect material terms of the original transactions, Housing Authority approval is required.

Item Type: Action Item
Approved for October 6, 2026 calendar
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2 RECOMMENDATION
That the City Council receive and file this report; and That the Housing Authority adopt a motion authorizing the Executive Director to execute a Third Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Metropolitan City Lights, located at 1760 Gardena Avenue, and a motion authorizing the Executive Director to execute a First Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Glendale City Lights, located at 3673 San Fernando Road.

ANALYSIS
Metropolitan City Lights (MCL), located at 1760 Gardena Avenue, and Glendale City Lights (GCL), located at 3673 San Fernando Road, are affordable housing developments completed in 2007 and 2010, respectively. MCL contains 65 units, including 64 affordable units and one manager unit. GCL contains 68 units, including 67 affordable units and one manager unit. Both developments were constructed on land owned by the Housing Authority pursuant to long-term ground leases and were financed in part with Housing Authority HOME Investment Partnerships Program (HOME) and Low- and ModerateIncome Housing Fund (LMIHF) loans: $2,100,000 (HOME) and $3,700,000 (LMIHF) on MCL, and $1,400,000 (HOME) and $8,420,488 (LMIHF) on GCL. These Housing Authority loans remain outstanding and subordinate to the projects' senior debt.

As part of the original development transactions, the Housing Authority negotiated a ground lease option allowing it, under specified circumstances, to terminate the ground lease and acquire the project improvements. That option becomes exercisable on the 56th anniversary of each project's certificate of occupancy — May 25, 2063 for MCL and January 19, 2066 for GCL — regardless of whether a leasehold mortgage is outstanding at that time.

Each project's senior mortgage loan has matured and must be paid off. MCL's senior loan matured in November 2025; the owner obtained a bridge loan to satisfy it and avoid a lender-initiated default, which could have jeopardized the Housing Authority's subordinate loan security. GCL's senior loan matured March 1, 2026. Both projects are refinancing through new Fannie Mae financing arranged by Berkadia Commercial Mortgage LLC: a new $3,120,000 loan for MCL (5-year term, maturing 2031) and a new $6,000,000 loan for GCL (5-year term, maturing 2031) (loan amounts are estimates, with the final amounts determined at rate lock). As a condition of this refinancing, Fannie Mae requires amendments to the existing ground leases and execution of related financing documents, including Ground Lessor Estoppel Certificates and Subordination Agreements. The proposed amendments include a number of standard lender-protection provisions that do not alter the Housing Authority's substantive rights. One change is more significant.

Because the new loan is secured by the leasehold interest in the property rather than the land itself, the lender needs assurance that the ground lease will remain in place for the life of the loan — if the Housing Authority terminated the lease and took back the 6 of 93
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3 improvements, the lender would lose the collateral securing its loan. To provide that assurance, the amendments provide that the Housing Authority will not exercise its termination option described above for as long as any leasehold mortgage secures any lender's loan on the property — not only the current loan, but any future refinancing as well — even after the 56-year anniversary has passed. This is a standard requirement in leasehold financing, but it is not limited to the current loan term: because affordable housing properties are commonly refinanced over their operating life, the practical effect may be that the termination option remains unavailable to the Housing Authority for the life of the property, for as long as it carries leasehold financing. Staff recommends approval because the amendments are required by the lender as a condition of refinancing, do not alter the projects' affordability requirements, and do not change the Housing Authority's loan balances. Without the amendments, the refinancing cannot close and the project owners would be unable to satisfy their matured senior loan obligations, exposing the projects to foreclosure by the current senior lender — which could eliminate the Housing Authority's subordinate loan security and the recorded affordability covenants.

Housing Authority outside counsel reviewed and negotiated the proposed amendments and related financing documents and advised that the requested changes affect material provisions of the original transactions. As a result, Housing Authority approval is required before the documents can be executed.

STAKEHOLDERS/OUTREACH
The project owners requested the proposed amendments in connection with refinancing the projects' existing senior mortgage debt. Housing Authority outside counsel, Susan Apy of Kane, Ballmer & Berkman, reviewed and negotiated the proposed amendments and related financing documents on behalf of the Housing Authority.

FISCAL IMPACT
The proposed amendments do not change the Housing Authority’s loan balances or the projects’ affordability requirements. However, the amendments would limit the Housing Authority’s ability to terminate the ground lease for as long as the property remains subject to a leasehold mortgage.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The actions described in this report to authorize amendments to various documents in connection with refinancing MCL and GCL (both already- existing affordable housing developments) (“Project”) are exempt from further environmental review under the California Environmental Quality Act ("CEQA") pursuant to Title 14 of the California Code of Regulations ("CEQA Guidelines") for all of the following reasons: 1) the activity will not result in a direct or reasonably foreseeable indirect physical change to the environment under CEQA Guidelines Section 15060(c)(2) because the Project is already built and the funding will go to refinancing the loans (not subject to discretionary review, so not a project under CEQA); 2) the activity is not a project under CEQA Guidelines Section 15060(c)(3) and 15378(b)(4) because it constitutes the creation of government funding mechanisms or 7 of 93
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4 other governmental fiscal activity that does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; and 3) the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment, and here, it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment per CEQA Guidelines Section 15061(b)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION

1. Do not adopt the recommended actions and reject the requested ground lease amendments; or

2. Provide staff with alternative direction.

ADMINISTRATIVE ACTION
Submitted by:

Rachel Dimond, Community Development Director
Prepared by:

Michael Fortney, Deputy Director of Community Development/Housing Pamela Jackson, Housing Coordinator
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: Draft Third Amendment to Lease Agreement – Metropolitan City Lights Exhibit 2: Draft Ground Lessor Estoppel Certificate – Metropolitan City Lights Exhibit 3: Draft Subordination Agreement (Affordable) – Metropolitan City Lights Exhibit 4: Draft First Amendment to Lease Agreement – Glendale City Lights Exhibit 5: Draft Ground Lessor Estoppel Certificate – Glendale City Lights Exhibit 6: Draft Subordination Agreement (Affordable) – Glendale City Lights 8 of 93

M O T I O N
Moved by Council Member , seconded by Council Member __________, that the City Council has received and reviewed the Joint Report to Council and Housing Authority dated October 6, 2026 from the Director of Community Development regarding the Housing Authority's approval of Ground Lease Amendments and Related Financing Documents for Metropolitan City Lights and Glendale City Lights, and hereby receives, notes and files same.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to execute a Third Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Metropolitan City Lights, located at 1760 Gardena Avenue (“Agreements”), in order to refinance existing senior mortgage debt, as outlined in the Joint Report to Council and Housing Authority dated October 6, 2026 from the Director of Community Development.

Further, the Executive Director, or his designee, is hereby authorized to execute any and all documents related to said Agreements, including all exhibits and/or attachments to said Agreements that are necessary to effectuate the intent of the Agreements. Said Agreements shall be subject to approval as to form by the City Attorney.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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MOTION
Moved by Housing Authority Member ____________________________, seconded by Housing Authority Member ___________________________ that the Executive Director, or his designee, is hereby authorized to execute a First Amendment to Lease Agreement, Ground Lessor Estoppel Certificate, and Subordination Agreement for Glendale City Lights, located at 3673 San Fernando Road (“Agreements”), in order to refinance existing senior mortgage debt, as outlined in the Joint Report to Council and Housing Authority dated October 6, 2026 from the Director of Community Development.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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Amendment to Ground Lease 1
EXHIBIT 1

THIRD AMENDMENT TO LEASE AGREEMENT
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is dated as of __________________, 2026, by and between HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic (“Landlord”), and 1760 GARDENA, LP, a California limited partnership (“Lessee”).

R E C I T A L S
A. Landlord and Lessee are parties to that certain Lease Agreement dated as of February 16, 2005, as amended by that certain First Amendment to Lease Agreement dated August 24, 2005, and as further amended by that certain Second Amendment to Lease Agreement dated as of March 21, 2006 (collectively, the “Original Lease”).

B. Landlord and Lessee wish to amend the Original Lease as set forth herein.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1) Recitals/Defined Terms. The foregoing Recitals are hereby deemed to be true and correct, and are incorporated herein by this reference. Each capitalized term used herein and not expressly defined herein shall have the meaning given to such term in the Original Lease. 2) Amendments to Original Lease.
a) The first paragraph of Section 2.3.5 of the Original Lease is hereby amended and restated as follows:

In consideration of the assistance being provided to Lessee pursuant to the Affordable Housing Agreement, Lessee hereby grants to the Authority an option (the “Option”), exercisable at any time after the fifty-sixth (56th) anniversary of the issuance of the certificate of occupancy for the Improvements (such anniversary to be referred to herein as the “Option Commencement Date”), to terminate this Lease and purchase the Improvements, in accordance with this Section 2.3.5. Any time after the Option Commencement Date, Authority shall have the right, in its discretion, but not the obligation, to exercise the Option pursuant to this Section 2.3.5. Notwithstanding the Option Commencement Date, the Authority agrees to not exercise the Option at any time while a Leasehold Mortgage is securing the interest of Leasehold Mortgagee’s loan. b) Section 2.7 of the Original Lease is hereby amended and restated as follows:
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Amendment to Ground Lease 2

2.7 ALTERATIONS

2.7.1 (a) Except as set forth in Section 2.5.2, above, after the Improvements have been constructed and completed in accordance with the provisions of this Lease, Lessee may, at Lessee’s sole expense, make alterations to such Improvements. Lessee may do so only in compliance with all applicable legal requirements and all requirements of the Affordable Housing Agreement, and if the alterations are material, only with the prior written approval of Landlord, which will not be unreasonably withheld or delayed.
(b) All alterations will be done promptly and in a good and workmanlike manner and will be in quality and class at least equal to the original work or installations in the Property. However, if materials of the same type as those used for the original work are unavailable, or if due to changes in technologies in the building industry, the use of materials of the same type as those used for the original work would be impractical, or if materials of the same type as those used for the original work are prohibitively expensive, then Lessee will have the right to use material of a type different from those used for the original work provided that the use of such material is in compliance with all applicable law and such material is of a quality and class equivalent to the original materials used.
(c) Lessee may from time to time after completion of construction of the Improvements as provided herein, without Landlord’s prior approval, perform alterations to the Improvements that are interior and nonstructural alterations, additions and improvements (“Permitted Alterations”) so long as the Permitted Alterations:
(i) are performed in compliance with all of the provisions of this Lease, and does cause a violation of any provision of this Lease; (ii) does not change the character of the Improvements or the use for which they were intended;
(iii) does not involve any change in the exterior design, materials, colors or appearance of the buildings, or any part thereof; (iv) is not of lesser quality than the existing Improvements; (v) does not diminish the value of Lessee’s Leasehold Interest; (vi) would not require an excessive expense to readapt the Property to marketable use upon the termination of this Lease; and
(vii) does not threaten the structural integrity of any part of the Improvements.
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Amendment to Ground Lease 3
(d) Lessee will not, without the prior written consent of Landlord, demolish or remove all or any part of the Improvements after recordation of the Certificate of Completion (Release of Construction Covenants). c) The last paragraph of Section 2.23.2(e) of the Original Lease is hereby amended and restated as follows:

Landlord acknowledges that the identity and nature of lending institutions change over time, and agrees that Landlord’s approval of any proposed mortgage lender that is not a “Qualified Lender” as defined in this paragraph 2.23.2 shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained in this Lease to the contrary, Landlord expressly acknowledges that Berkadia Commercial Mortgage LLC and Federal National Mortgage Association (Fannie Mae), and its successors and assigns, are Qualified Lenders and Permitted Leasehold Mortgagees for all purposes of this Lease.
d) Section 2.23.2(g) of the Original Lease is hereby deleted from the Lease. e) Section 2.23.4(m) of the Original Lease is hereby added as follows:
(m) If Landlord or Lessee initiates any appraisal, arbitration, litigation or other dispute resolution proceeding affecting this Lease, then Landlord shall notify any then-existing Permitted Leasehold Mortgagee of such proceedings, and such Permitted Leasehold Mortgagee shall have the right to participate in such proceeding on Lessee’s behalf, or exercise any or all of the Lessee’s rights in such proceeding, in each case (at such Permitted Leasehold Mortgagee’s option) to the exclusion of Lessee.
f) Section 2.23.4(n) of the Original Lease is hereby added as follows:
(n) Within fifteen (15) business days after request, Authority shall execute and deliver an estoppel on a form reasonably approved by Permitted Leasehold Mortgagee.
g) Section 2.23.7 of the Original Lease is hereby amended and restated as follows:

2.23.7 LENDER’S LIABILITY: In the event any Permitted Leasehold Mortgagee or its designee becomes the Lessee under this Lease or becomes a lessee under any new lease obtained pursuant to Section 2.23.6(a) above, the Permitted Leasehold Mortgagee or its designee shall be personally liable for the obligations of Lessee under this Lease or a new lease only for the period of time that the Permitted Leasehold Mortgagee or its designee remains the actual beneficial holder of the leasehold estate hereunder. The personal liability of such Permitted Leasehold Mortgagee shall be limited to the value of interest in this Lease.
h) Section 2.26.15 of the Original Lease is hereby added as follows:
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Amendment to Ground Lease 4

2.26.15 There shall be no merger of this Lease, or of the leasehold estate created thereby, with the fee simple estate in the Property by reason of the fact that this Lease, or leasehold estate created hereby, or any interest therein, may be held directly or indirectly by or for the account of any person who shall own the fee simple estate in the Property or any portion thereof, and no such merger shall occur unless and until all persons at the time of having any interest in such fee estate and all persons having any interest in this Lease or leasehold estate created hereby, including all leasehold mortgagees, shall join in a written instrument effecting such merger.
3) Except as amended by this Amendment, all of the terms, conditions, provisions, and agreements of the Original Lease remain in full force and effect. The provisions of this Amendment supersede and control over any conflicting provisions in the Original Lease.
4) This Amendment may be signed in counterparts and, when counterparts of this Amendment have been signed and delivered by both of the parties, this Amendment will be fully binding and effective as if both parties had signed a single document. Signatures by electronic means shall have the same binding effect as original signatures. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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Amendment to Ground Lease 4
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Amendment to Ground Lease 5
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be executed as of the day and year first above written.

LANDLORD:

HOUSING AUTHORITY OF THE CITY OF
GLENDALE, a public body corporate and politic
By:

Name: Roubik Golanian
Title: Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia
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Amendment to Ground Lease 5
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Amendment to Ground Lease 6
LESSEE:
1760 GARDENA, LP,
a California limited partnership
By: GRCLA – Affordable Holding, LLC, a
California limited liability company,
Its Administrative General Partner
By: _____________________________
Name: Young S. Kim
Title: Manager
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Ground Lessor Estoppel Certificate Form 6495 Page 1
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EXHIBIT 2

GROUND LESSOR ESTOPPEL CERTIFICATE
_________, 2026
PROPERTY NAME: Metropolitan City Lights
Los Angeles County
(the “Mortgaged Property”)
LEASE DATE: February 16, 2005, amended August 24, 2005, amended March 21, 2006, amended __________, 2026
GROUND LESSOR: HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic
(“Ground Lessor”)
GROUND LESSEE: 1760 GARDENA, LP, a California limited partnership (“Ground Lessee”)
Ground Lessor acknowledges that (a) BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) has agreed, subject to the satisfaction of certain terms and conditions, to make a loan (the “Mortgage Loan”) to Ground Lessee, which Mortgage Loan is or will be secured by a lien on Ground Lessee’s leasehold interest in the Mortgaged Property (the “Premises”), and (b) Lender is requiring this Ground Lessor Estoppel Certificate (this “Estoppel Certificate”) as a condition to its making the Mortgage Loan. Accordingly, Ground Lessor hereby certifies and confirms to Lender and its transferees, successors and assigns, as follows:

1. A true, complete and correct copy of the lease between Ground Lessor and Ground Lessee with respect to the Premises, together with any other amendment, supplement or agreement related thereto, is attached hereto as Schedule I (collectively, the “Lease”). Other than as attached on Schedule I, the Lease has not been modified, changed, altered, assigned, supplemented or amended in any respect. The Lease represents the entire agreement between Ground Lessor and Ground Lessee with respect to the Premises, except as set forth in that certain Affordable Housing Agreement and Agreement to Lease Real Property dated February 1, 2005 (as amended, modified, or implemented from time to time, the “AHA”) and documents entered into in connection with the AHA.

2. Ground Lessor hereby consents to the Mortgage Loan secured by a lien as to the leasehold estate created by the Lease, and to the encumbrance of a security lien against Ground Lessee’s leasehold estate as security for repayment of the Mortgage Loan, it being expressly understood that Lender intends to assign the Loan to Fannie Mae, and that Fannie Mae, its successors and assigns, may specifically rely on the provisions of this Estoppel Certificate.

PROPERTY ADDRESS: 1760 Gardena Avenue
Glendale, CA 91204
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Ground Lessor Estoppel Certificate Form 6495 Page 2
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3. The Lease provides for an original term of ninety-nine (99) years, commencing on the issuance of the permanent certificate of occupancy.

4. The Lease makes the following provision for renewal or extension of its term beyond the original term: (initial one)
(X) the Lease does not contain an option(s) or other right to renew or extend for any additional term or terms.
(___) the Lease contains an option for ___________ additional term(s) of ________ years each.

5. The rent currently payable by Ground Lessee to Ground Lessor under the Lease is $1.00 per annum. All rent and other charges due and currently payable by Ground Lessee under the Lease through the date hereof have been fully paid by Ground Lessee.

6. The Lease is valid and in full force and effect, and there is no existing default or unfulfilled obligation on the part of Ground Lessee in any of the terms and conditions of the Lease, and no event has occurred or condition exists which, with the passing of time or giving of notice or both, would constitute an event of default under the Lease.

7. Ground Lessor has no right to terminate the Lease during the Mortgage Loan except as set forth in the Lease.

8. Ground Lessee has no option or right of first refusal to purchase the Premises or any part thereof except as set forth in the Lease which provides that notwithstanding the Option Commencement Date (as defined in the Lease), Ground Lessor agrees to not exercise the Option (as defined in the Lease) at any time while a Leasehold Mortgage (as defined in the Lease) is securing the interest of Leasehold Mortgagee’s (as defined in the Lease) loan.

9. Ground Lessee owns all improvements located on the Premises during the term of the Lease.

10. Ground Lessor agrees that it shall not accept a voluntary surrender or termination of the Lease for so long as the Premises are subject to the Mortgage Loan without the prior written consent of Lender.

11. There are no mortgages encumbering Ground Lessor’s fee estate in the Mortgaged Property.

12. Ground Lessor has not assigned, mortgaged, conveyed, transferred, encumbered, hypothecated or granted to any party any interest in the Lease or the Premises (other than recorded easements, rights of way or similar recorded encumbrances of record as of the date hereof) other than to Ground Lessee, or granted to any party any right or option to purchase the Premises or any interest of Ground Lessor in the Lease. Ground Lessor has not subordinated its interest in the Lease to any mortgage lien or other encumbrance on the fee.
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13. Ground Lessor consents to the right of Lender to foreclose on the Mortgage Loan and sell or take title to or possession of the leasehold estate of Ground Lessee in its own name or in the name of an assignee or nominee without Ground Lessor’s prior consent. In the event of any such foreclosure or any other exercise by Lender of rights and remedies (whether under the Mortgage Loan or under applicable law), as a result of which Lender (or its designee or nominee) or a third party purchaser becomes owner of the leasehold estate, or delivery of a deed or other conveyance of Ground Lessee’s interest in lieu of any of the foregoing, Ground Lessor agrees that, subject to any ongoing cure obligations expressly undertaken by Lender, Lender (or its designee or nominee) or a third party purchaser at a foreclosure sale or a transferee that receives a deed in lieu of foreclosure shall only be liable for acts or omissions taking place during the period in which Lender (or its designee or nominee) or such third party purchaser at a foreclosure sale or transferee that receives a deed in lieu of foreclosure had record title to the leasehold estate, and Ground Lessor will provide for an automatic release of Lender (or its designee or nominee) or any third party purchaser at a foreclosure sale or transferee that receives a deed in lieu of foreclosure.

14. Lender will rely on the representations and warranties made by Ground Lessor herein in connection with Lender’s agreement to make the Mortgage Loan and Ground Lessor agrees that Lender may so rely on such representations and warranties. [Remainder of Page Intentionally Blank]
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Ground Lessor Estoppel Certificate Form 6495 Signature Page Fannie Mae 06-25 © 2025 Fannie Mae
IN WITNESS WHEREOF, the undersigned has signed and delivered this Estoppel Certificate under seal (where applicable) or has caused this Estoppel Certificate to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, the undersigned intend(s) that this Estoppel Certificate shall be deemed to be signed and delivered as a sealed instrument.

GROUND LESSOR:

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
Dated: _______________, 202__ By: _____________________________ Roubik Golanian
Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia
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SCHEDULE I TO GROUND LESSOR ESTOPPEL CERTIFICATE
(Copy of Lease)
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EXHIBIT 3

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Colin M. Gaynor, Esquire
Ballard Spahr LLP
111 S. Calvert Street, 27th Floor
Baltimore, MD 21202
---------------------------- [Space Above This Line For Recording Data] ----------------------------

SUBORDINATION AGREEMENT
(Affordable)
This SUBORDINATION AGREEMENT (this “Agreement”) dated as of _____________, 2026 is executed by and among (i) BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (“Senior Lender”), (ii) THE HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Subordinate Lender”), and (iii) 1760 GARDENA, LP, a California limited partnership (“Borrower”). 27 of 93
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RECITALS:

A. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between Borrower and Senior Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), Senior Lender has agreed to make a loan to Borrower in the original principal amount of $3,365,000.00 (the “Senior Loan”), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and made payable to the order of Senior Lender in the amount of the Senior Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Note”).

B. In addition to the Senior Loan Agreement, the Senior Loan and the Senior Note are also secured by a certain Multifamily Mortgage, Deed of Trust or Deed to Secure Debt dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Security Instrument”), encumbering Borrower’s leasehold interest in the property described in the Senior Security Instrument as the “Mortgaged Property,” as more particularly described on Exhibit A attached hereto.

C. Subordinate Lender and Borrower are parties to (i) that certain Affordable Housing Agreement and Agreement to Lease Real Property dated February 1, 2005 (as amended from time to time, the “AHA”), (ii) that certain Agreement Containing HOME Program Requirements dated February 16, 2005 (as amended from time to time, the “HOME Requirements”), and (iii) that certain Agreement Containing Covenants (as amended from time to time) dated as of February 16, 2005 and recorded in the Official Records of Los Angeles County, California (the “Official Records”) on February 25, 2005, as Instrument No. 05-0432992, pursuant to which Subordinate Lender has agreed to provide financing in the aggregate amount of $5,800,000.00 to Borrower.

In addition, Borrower’s predecessor-in-interest executed (i) a promissory note (the “LMIHF Note”) dated as of February 16, 2005 evidencing a Low to Moderate Income Housing Fund loan (the “LMIHF Loan”) in the original principal amount of $2,100,000.00; (ii) a promissory note (the “HOME Note”) dated as of February 16, 2005 evidencing a HOME fund loan (the “HOME Loan”) in the original principal amount of $3,700,000.00; (iii) a leasehold deed of trust (the “LMIHF Deed of Trust”) encumbering the Mortgaged Property for the benefit of Subordinate Lender securing the LMIHF Loan in the original principal amount of $2,100,000.00, which was recorded in the Official Records on February 25, 2005 as Instrument No. 05-0432993; and (iv) a leasehold deed of trust (the “HOME Deed of Trust”) encumbering the Mortgaged Property for the benefit of Subordinate Lender securing the HOME Loan, which was recorded in the Official Records on February 25, 2005 as Instrument No. 05-0432994. The LMIHF Loan and the HOME Loan may be referred to collectively herein as the “Subordinate Loan.” D. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement.
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AGREEMENTS:

NOW, THEREFORE, in order to induce Senior Lender to permit the Subordinate Loan to Borrower and to allow a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows:

1. Recitals.

The recitals set forth above are incorporated herein by reference.

2. Definitions.

In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. “Borrower” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor-inpossession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement.
“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.
“Condemnation Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.
“Control” (including with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise.
“Default Notice” means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of the written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default has occurred under the Subordinate Loan Documents. Each Default Notice shall specify the default upon which such Default Notice is based.
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“Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). “Regulatory Agreement” means that certain Agreement Containing Covenants dated as of February 16, 2005 in favor of Subordinate Lender, which was recorded among the Official Records as Instrument No. 05-0432992, as amended by that certain First Amendment to Agreement Containing Covenants dated as of August 25, 2005, which was recorded among the Official Records as Instrument No. 05-3119023, as amended by that certain Second Amendment to Agreement Containing Covenants dated as of March 21, 2006, which was recorded among the Official Records as Instrument No. 06-915834, as further amended by that certain Third Amendment to Agreement Containing Covenants dated as of September 23, 2019, which was recorded among the Official Records as Instrument No. 19-1013851, pursuant to which the Mortgaged Property is subject to certain restrictions, covenants, and/or requirements as further set forth therein (the “Regulatory Agreement”).
“Senior Lender” means the Person named as such in the first paragraph on Page 1 of this Agreement, its successors and assigns and any other Person who becomes the legal holder of the Senior Loan after the date of this Agreement.
“Senior Loan Default” means the occurrence of an “Event of Default” as that term is defined in the Senior Loan Documents.
“Senior Loan Documents” means the Senior Security Instrument, the Senior Note, the Senior Loan Agreement, and all other “Loan Documents” as that term is defined in the Senior Loan Agreement.
“Subordinate Lender” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, including without limitation, a receiver, trustee or debtor-in-possession and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement.
“Subordinate Loan Agreement” means the AHA.
“Subordinate Loan Default” means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
“Subordinate Loan Documents” means the Subordinate Note, the Subordinate Mortgage, the Subordinate Loan Agreement, Regulatory Agreement and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan. “Subordinate Mortgage” means, collectively, the LMIHF Deed of Trust and the HOME Deed of Trust encumbering the Mortgaged Property as security for the Subordinate Loan. “Subordinate Note” means, collectively, the LMIHF Note and the HOME Note evidencing the Subordinate Loan.
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3. Permission to Place Mortgage Lien Against Mortgaged Property.

Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Mortgaged Property contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit Subordinate Lender to record the Subordinate Mortgage and other recordable Subordinate Loan Documents against the Mortgaged Property to secure Borrower’s obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of Borrower to Subordinate Lender under and in connection with the Subordinate Loan.

4. Borrower’s and Subordinate Lender’s Representations and Warranties.

Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender:
(a) Subordinate Loan Documents.

The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate Loan Agreement and the Subordinate Loan Documents. (b) Subordinate Note.

The Subordinate Note shall be deemed to contain the following provision:

The rights and remedies of the payee and each subsequent holder of this Note under the Mortgage, Deed of Trust or Deed to Secure Debt (and any exhibits) securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder’s acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender under the Subordination Agreement.
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(c) Relationship of Borrower to Subordinate Lender and Senior Lender.

Subordinate Lender is not an Affiliate of Borrower and is not in possession of any facts which would lead it to believe that Senior Lender is an Affiliate of Borrower. (d) Term.

The term of the Subordinate Note does not end before the stated term of the Senior Note. (e) Subordinate Loan Documents.

The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement.

5. Deliveries.

Borrower shall submit the following items to Senior Lender and Subordinate Lender, as applicable, by the effective date of the Senior Loan Documents:
(1) Title Policy Endorsement.

An endorsement to the policy of title insurance insuring the lien of the Senior Security Instrument which insures that (A) there are no liens or other encumbrances affecting the Mortgaged Property, other than “Permitted Encumbrances” (as defined in the Senior Security Instrument), the Subordinate Mortgage, and other Subordinate Loan Documents filed or recorded against the Mortgaged Property, (B) the lien of the Subordinate Mortgage is subordinate to the lien of the Senior Security Instrument, and (C) this Agreement has been recorded among the applicable land records. (2) Certification.

A certification from Borrower to Senior Lender that the Subordinate Loan Documents do not contain any changes from the Subordinate Loan Documents submitted to, and approved by, Senior Lender prior to the date of this Agreement.

A certification from Borrower to Subordinate Lender that the Senior Loan Documents do not contain any changes from the Senior Loan Documents submitted to, and approved by, Subordinate Lender prior to the date of this Agreement. (3) Subordinate Loan Documents.

A complete set of the fully executed Subordinate Loan Documents, certified by Borrower to be true, correct and complete.
(4) Senior Loan Documents.

To Senior Lender and Subordinate Lender, an executed copy of each of the Senior Loan Documents, certified by Borrower to be true, correct and complete. 32 of 93
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6. Terms of Subordination.
(a) Agreement to Subordinate.

Senior Lender and Subordinate Lender agree that (1) the indebtedness evidenced by the Subordinate Loan Documents is and shall be subordinated in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of the Indebtedness evidenced by the Senior Loan Documents, it being understood and expressly agreed that no prepayment of the indebtedness evidenced by the Subordinate Loan Documents shall be allowed during the term of the Senior Loan, without the prior written consent of Senior Lender, and (2) the liens, terms, covenants and conditions of the Subordinate Mortgage and the other Subordinate Loan Documents are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Senior Security Instrument and the other Senior Loan Documents and to all advances heretofore made or which may hereafter be made pursuant to the Senior Security Instrument and the other Senior Loan Documents (including but not limited to, all sums advanced for the purposes of (A) protecting or further securing the lien of the Senior Security Instrument, curing defaults by Borrower under the Senior Loan Documents or for any other purpose expressly permitted by the Senior Loan Documents, or (B) constructing, renovating, repairing, furnishing, fixturing or equipping the Mortgaged Property). (b) Subordination of Subrogation Rights.

Subordinate Lender agrees that if, by reason of its payment of real estate taxes or other monetary obligations of Borrower, or by reason of its exercise of any other right or remedy under the Subordinate Loan Documents, it acquires by right of subrogation or otherwise a lien on the Mortgaged Property which (but for this subsection) would be senior to the lien of the Senior Security Instrument, then, in that event, such lien shall be subject and subordinate to the lien of the Senior Security Instrument.
(c) Payments Before Senior Loan Default.

Until Subordinate Lender receives a Default Notice (or otherwise acquires actual knowledge) of a Senior Loan Default, Subordinate Lender shall be entitled to retain for its own account all payments made under or pursuant to the Subordinate Loan Documents. (d) Payments After Senior Loan Default.

Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s 33 of 93
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prior written consent. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender’s obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 6 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender’s receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 6(d).
(e) Remitting Subordinate Loan Payments to Senior Lender.

If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance with Section 6(d), Subordinate Lender receives any payments under the Subordinate Loan Documents, Subordinate Lender agrees that such payment or other distribution will be received and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, to be applied to the principal of, interest on and other amounts due under the Senior Loan Documents in accordance with the provisions of the Senior Loan Documents. By executing this Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such payments to Senior Lender, and specifically waives any and all rights to have such payments returned to Borrower or credited against the Subordinate Loan. Borrower and Senior Lender acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior Lender under this Section 6, shall not be applied or otherwise credited against the Subordinate Loan, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default which may arise from the inability of Subordinate Lender to retain such payment or apply such payment to the Subordinate Loan.
(f) Notice of Payment from Other Persons.

Subordinate Lender agrees to notify (telephonically or via email, followed by written notice) Senior Lender of Subordinate Lender’s receipt from any Person other than Borrower of a payment with respect to Borrower’s obligations under the Subordinate Loan Documents, promptly after Subordinate Lender obtains knowledge of such payment. (g) Agreement Not to Commence Bankruptcy Proceeding.

Subordinate Lender agrees that during the term of this Agreement it will not commence, or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender’s prior written consent.

7. Default Under Subordinate Loan Documents.
(a) Notice of Subordinate Loan Default and Cure Rights.

Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of 34 of 93
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Subordinate Lender’s rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents. All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinate Lender’s Exercise of Remedies After Notice to Senior Lender.

If a Subordinate Loan Default occurs and is continuing, Subordinate Lender agrees that, without Senior Lender’s prior written consent, it will not commence foreclosure proceedings with respect to the Mortgaged Property under the Subordinate Loan Documents or exercise any other rights or remedies it may have under the Subordinate Loan Documents, including, but not limited to accelerating the Subordinate Loan (and enforcing any “due on sale” provision included in the Subordinate Loan Documents), collecting rents, appointing (or seeking the appointment of) a receiver or exercising any other rights or remedies thereunder unless and until it has given Senior Lender at least sixty (60) days prior written notice; provided, however, during such sixty (60) day period, Subordinate Lender shall be entitled to exercise and enforce all other rights and remedies available to Subordinate Lender under the Subordinate Loan Documents and/or under applicable laws, including without limitation, rights to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in any land use restriction agreement; and further provided that such limitation on the remedies of Subordinate Lender shall not otherwise limit Subordinate Lender’s rights, following a Subordinate Loan Default to (i) compute interest on all amounts due and payable under the Subordinate Loan Documents at any default rate described therein, (ii) compute prepayment premiums and late charges pursuant to the Subordinate Loan Documents, (iii) seek specific performance of any covenants under the HOME Requirements and Covenant Agreement; and (iv) seek an injunction to prevent violation of any of the affordability provisions of the under the HOME Requirements and Covenant Agreement. For avoidance of doubt, from and after the expiration of the 60-day notice provided to Senior Lender in this Section 7(b), Subordinate Lender may take any action under the Subordinate Loan Documents without the need for consent or approval of Senior Lender. (c) Cross Default.

Borrower and Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit 35 of 93
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for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default.

8. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights.

Senior Lender shall deliver to Subordinate Lender a Default Notice within five (5) Business Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior Lender to send a Default Notice to Subordinate Lender shall not prevent the exercise of Senior Lender’s rights and remedies under the Senior Loan Documents, subject to the provisions of this Section 8(a), nor shall such failure constitute a default by Senior Lender under this Agreement.

Subordinate Lender shall have the right, but not the obligation, to cure any such Senior Loan Default within sixty (60) days following the date of such Default Notice; provided, however, that Senior Lender shall be entitled during such sixty (60) day period to continue to pursue its remedies under the Senior Loan Documents. Subordinate Lender may have up to ninety (90) days from the date of the Default Notice to cure a non-monetary default if during such ninety (90) day period Subordinate Lender keeps current all payments required by the Senior Loan Documents. In the event that such a non-monetary default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Lender’s secured position relative to the Mortgaged Property, as determined by Senior Lender in its sole discretion, then Senior Lender may exercise during such ninety (90) day period all available rights and remedies to protect and preserve the Mortgaged Property and the rents, revenues and other proceeds from the Mortgaged Property. All amounts paid by Subordinate Lender to Senior Lender to cure a Senior Loan Default shall be deemed to have been advanced by Subordinate Lender pursuant to, and shall be secured by the lien of the Subordinate Mortgage.
(b) Cross Default.

Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred. 36 of 93
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9. Conflict.

Borrower, Senior Lender and Subordinate Lender each agrees that, in the event of any conflict or inconsistency between the terms of the Senior Loan Documents, the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall govern and control solely as to the following: (a) the relative priority of the security interests of Senior Lender and Subordinate Lender in the Mortgaged Property; (b) the timing of the exercise of remedies by Senior Lender and Subordinate Lender under the Senior Loan Documents and the Subordinate Loan Documents, respectively; and (c) solely as between Senior Lender and Subordinate Lender, the notice requirements, cure rights, and the other rights and obligations which Senior Lender and Subordinate Lender have agreed to as expressly provided in this Agreement. Borrower acknowledges that the terms and provisions of this Agreement shall not, and shall not be deemed to: extend Borrower’s time to cure any Senior Loan Default or Subordinate Loan Default, as the case may be; give Borrower the right to notice of any Senior Loan Default or Subordinate Loan Default, as the case may be other than that, if any, provided, respectively under the Senior Loan Documents or the Subordinate Loan Documents; or create any other right or benefit for Borrower as against Senior Lender or Subordinate Lender.

10. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents.

Subject to each of the other terms of this Agreement, all of the following provisions shall supersede any provisions of the Subordinate Loan Documents covering the same subject matter:
(a) Protection of Security Interest.

Subordinate Lender shall not, without the prior written consent of Senior Lender in each instance, take any action which has the effect of increasing the indebtedness outstanding under, or secured by, the Subordinate Loan Documents, except that Subordinate Lender shall have the right to advance funds to cure Senior Loan Defaults pursuant to Section 8(a) and advance funds pursuant to the Subordinate Loan Documents for the purpose of paying real estate taxes and insurance premiums, making necessary repairs to the Mortgaged Property and curing other defaults by Borrower under the Subordinate Loan Documents.
(b) Condemnation or Casualty.

Following the occurrence of (2) a Condemnation Action, or (3) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply:
(A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and 37 of 93
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Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and
(B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner determined by Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further, however, that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, shall prevail. (c) Insurance.

Subordinate Lender agrees that all original policies of insurance required pursuant to the Senior Security Instrument shall be held by Senior Lender. The preceding sentence shall not preclude Subordinate Lender from requiring that it be named as a loss payee, as its interest may appear, under all policies of property damage insurance maintained by Borrower with respect to the Mortgaged Property (provided such action does not affect the priority of payment of the proceeds of property damage insurance under the Senior Security Instrument), or that it be named as an additional insured under all policies of liability insurance maintained by Borrower with respect to the Mortgaged Property.
(d) No Modification of Subordinate Loan Documents.

Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any amendment of the Subordinate Loan Documents or assignment of Subordinate Lender’s interest in the Subordinate Loan without Senior Lender’s consent shall be void ab initio and of no effect whatsoever.
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11. Modification or Refinancing of Senior Loan.

Subordinate Lender consents to any agreement or arrangement in which Senior Lender waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, including any provision requiring the payment of money. Subordinate Lender further agrees that its agreement to subordinate hereunder shall extend to any new mortgage debt which is only for the purpose of refinancing all or any part of the Senior Loan (and no cash out) (including reasonable and necessary costs associated with the closing and/or the refinancing); and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior Loan Agreement, the Senior Security Instrument, the Senior Loan Documents and Senior Lender shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage securing the refinance note, all documents evidencing securing or otherwise pertaining to the refinance note and the holder of the refinance note.

12. Default by Subordinate Lender or Senior Lender.

If Subordinate Lender or Senior Lender defaults in performing or observing any of the terms, covenants or conditions to be performed or observed by it under this Agreement, the other, non-defaulting lender shall have the right to all available legal and equitable relief.

13. Reinstatement.

To the extent that Borrower makes a payment to Senior Lender or Senior Lender receives any payment or proceeds of the collateral securing the Senior Loan for Borrower’s benefit, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable doctrine, then to the extent of such payment or proceeds received and not retained by Senior Lender, this Agreement shall be reinstated and continue in full force and effect until full and final payment shall have been made to Senior Lender. Subordinate Lender agrees to hold in trust for Senior Lender and promptly remit to Senior Lender any payments received by Subordinate Lender after such invalidated, rescinded or returned payment was originally made.

14. Notices.
(a) Process of Serving Notice.

All notices under this Agreement shall be:
(1) in writing and shall be:
(A) delivered, in person;
(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;
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(C) sent by overnight courier; or
(D) sent by electronic mail with originals to follow by overnight courier; (2) addressed to the intended recipient at the address(es) below the signature block, as applicable; and
(3) deemed given on the earlier to occur of:
(A) the date when the notice is received by the addressee; or (B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service. (b) Change of Address.

Any party to Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified in this Agreement. (c) Receipt of Notices.

Senior Lender, Subordinate Lender or Borrower shall not refuse or reject delivery of any notice given in accordance with this Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party.

15. General.
(a) Assignment/Successors.

This Agreement shall be binding upon Borrower, Senior Lender and Subordinate Lender and shall inure to the benefit of the respective legal successors, transferees and assigns of Borrower, Senior Lender and Subordinate Lender. Borrower shall not assign any of its rights and obligations under this Agreement without the prior written consent of Senior Lender. (b) No Partnership or Joint Venture.

Senior Lender’s permission for the placement of the Subordinate Loan does not constitute Senior Lender as a joint venturer or partner of Subordinate Lender. Neither party hereto shall hold itself out as a partner, agent or Affiliate of the other party hereto. (c) Senior Lender’s and Subordinate Lender’s Consent.

Wherever Senior Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender’s consent or approval is required by any provision of this Agreement, such consent or 40 of 93
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approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.
(d) Further Assurances.

Subordinate Lender, Senior Lender and Borrower each agrees, at Borrower’s expense, to execute and deliver all additional instruments and/or documents reasonably required by any other party to this Agreement in order to evidence that the Subordinate Mortgage is subordinate to the lien, covenants and conditions of the Senior Loan Documents, or to further evidence the intent of this Agreement.
(e) Amendment.

This Agreement shall not be amended except by written instrument signed by all parties hereto.
(f) Governing Law.

This Agreement shall be governed by the laws of the jurisdiction in which the Mortgaged Property is located without giving effect to any choice of law provisions thereof that would result in the application of the laws of another jurisdiction. Senior Lender, Subordinate Lender and Borrower agree that any controversy arising under or in relation to this Security Instrument shall be litigated exclusively in the jurisdiction in which the Mortgaged Property is located. The state and federal courts and authorities with jurisdiction in such locale shall have exclusive jurisdiction over all controversies that arise under or in relation to this Agreement. The parties hereto irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation and waive any other venue to which any might be entitled by virtue of domicile, habitual residence or otherwise.
(g) Severable Provisions.

If any provision of this Agreement shall be invalid or unenforceable to any extent, then the other provisions of this Agreement, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
(h) Term.

The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (1) the payment in full of the principal of, interest on and other amounts payable under the Senior Loan Documents; (2) the payment in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 6 hereof; (3) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Loan Documents; or (4) the acquisition by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of 41 of 93
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sale contained in, the Subordinate Loan Documents, but only if such acquisition of title does not violate any of the terms of this Agreement.
(i) Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.
(j) Sale of Senior Loan.

Nothing in this Agreement shall limit Senior Lender’s (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative.

Where applicable law so provides, Borrower, Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.

SENIOR LENDER:

BERKADIA COMMERCIAL MORTGAGE
LLC, a Delaware limited liability company
By:

Name:

Title: Authorized Representative
Address: 323 Norristown Road, Suite 300
Ambler, PA 19002
With a copy to:

Fannie Mae (Multifamily)
Certification and Custody
Document Delivery Facility (DDF)
21240 Ridgetop Circle
Sterling, VA 20166
[Acknowledgement on following page]
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ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

COUNTY OF )
On , before me, a
Notary Public, personally appeared who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
Dated: _______________, 202__ By: _____________________________ Roubik Golanian
Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia

ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
________________________________
Signature of Notary
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
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BORROWER:
1760 GARDENA, LP,
a California limited partnership
By: GRCLA – Affordable Holding, LLC, a
California limited liability company,
Its Administrative General Partner
By: _____________________________
Name: Young S. Kim
Title: Manager
Address: 3250 Wilshire Blvd. Suite 1850
Los Angeles, CA 90010

ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

ALL THOSE PORTIONS OF LOTS 1, 2, 3 AND 4 OF TRACT NO. 987, IN THE CITY OF

GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE 196, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 4; THENCE

SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOTS TO THE MOST SOUTHERLY CORNER OF SAID LOT 2; THENCE NORTH 53° 32' 30" WEST A DISTANCE OF 7.53 FEET; THENCE SOUTH 41° 44' 50" WEST A DISTANCE OF 46.00 FEET; THENCE SOUTH 65° 32' 07" WEST A DISTANCE OF 20.09 FEET TO A POINT IN A NON-TANGENT

CURVE (A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARING NORTH 86° 53' 16" EAST); (SAID CURVE BEING CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 45.50 FEET); THENCE NORTHWESTERLY ALONG SAID CURVE A DISTANCE OF 58.86 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF SAID LOT 1; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE OF LOT 1 A DISTANCE OF 73.04 FEET TO THE INTERSECTION OF SAID SOUTHWESTERLY LINE OF LOT 1 AND A LINE DRAWN 4.00 FEET SOUTHEASTERLY OF AND PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOTS; THENCE NORTHEASTERLY ALONG SAID PARALLEL LINE TO THE NORTHEASTERLY LINE OF SAID LOT 4; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF LOT 4 TO THE POINT OF BEGINNING.

PARCEL 2:

THOSE PORTIONS OF LOTS 5 AND 6 OF TRACT NO. 987, IN THE CITY OF GLENDALE,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE 196, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 6; THENCE

SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOTS TO THE MOST SOUTHERLY LINE OF SAID LOT 5; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY LINE OF SAID LOT 5 TO A LINE DRAWN PARALLEL WITH AND

4.00 FEET SOUTHEASTERLY OF THE NORTHWESTERLY LINE OF SAID LOTS;

THENCE NORTHEASTERLY ALONG SAID PARALLEL LINE TO THE
NORTHEASTERLY LINE OF SAID LOT 6; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE TO THE POINT OF BEGINNING.

APN: 8940-120-002
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EXHIBIT 4

FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is dated as of __________________, 2026, by and between HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic (“Landlord”), and GLENDALE CITY LIGHTS, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership (“Lessee”).

R E C I T A L S
A. Landlord and Lessee are parties to that certain Lease Agreement dated as of February 13, 2008, as amended (the “Original Lease”).

B. Landlord and Lessee wish to amend the Original Lease as set forth herein.

2.7 ALTERATIONS
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2.7.1 (a) Except as set forth in Section 2.5.2, above, after the Improvements have been constructed and completed in accordance with the provisions of this Lease, Lessee may, at Lessee’s sole expense, make alterations to such Improvements. Lessee may do so only in compliance with all applicable legal requirements and all requirements of the Affordable Housing Agreement, and if the alterations are material, only with the prior written approval of Landlord, which will not be unreasonably withheld or delayed.
(b) All alterations will be done promptly and in a good and workmanlike manner and will be in quality and class at least equal to the original work or installations in the Property. However, if materials of the same type as those used for the original work are unavailable, or if due to changes in technologies in the building industry, the use of materials of the same type as those used for the original work would be impractical, or if materials of the same type as those used for the original work are prohibitively expensive, then Lessee will have the right to use material of a type different from those used for the original work provided that the use of such material is in compliance with all applicable law and such material is of a quality and class equivalent to the original materials used.
(c) Lessee may from time to time after completion of construction of the Improvements as provided herein, without Landlord’s prior approval, perform alterations to the Improvements that are interior and nonstructural alterations, additions and improvements (“Permitted Alterations”) so long as the Permitted Alterations:
(i) are performed in compliance with all of the provisions of this Lease, and does cause a violation of any provision of this Lease; (ii) does not change the character of the Improvements or the use for which they were intended;
(iii) does not involve any change in the exterior design, materials, colors or appearance of the buildings, or any part thereof; (iv) is not of lesser quality than the existing Improvements; (v) does not diminish the value of Lessee’s Leasehold Interest; (vi) would not require an excessive expense to readapt the Property to marketable use upon the termination of this Lease; and
(vii) does not threaten the structural integrity of any part of the Improvements.
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(d) Lessee will not, without the prior written consent of Landlord, demolish or remove all or any part of the Improvements after recordation of the Certificate of Completion (Release of Construction Covenants). c) The last paragraph of Section 2.23.2(e) of the Original Lease is hereby amended and restated as follows:

2.26.15 There shall be no merger of this Lease, or of the leasehold estate created thereby, with the fee simple estate in the Property by reason of the fact that this Lease, or leasehold estate created hereby, or any interest therein, may be held directly or indirectly by or for the account of any person who shall own the fee simple estate in the Property or any portion thereof, and no such merger shall occur unless and until all persons at the time of having any interest in such fee estate and all persons having any interest in this Lease or leasehold estate created hereby, including all leasehold mortgagees, shall join in a written instrument effecting such merger.
3) Except as amended by this Amendment, all of the terms, conditions, provisions, and agreements of the Original Lease remain in full force and effect. The provisions of this Amendment supersede and control over any conflicting provisions in the Original Lease.
4) This Amendment may be signed in counterparts and, when counterparts of this Amendment have been signed and delivered by both of the parties, this Amendment will be fully binding and effective as if both parties had signed a single document. Signatures by electronic means shall have the same binding effect as original signatures. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment to be executed as of the day and year first above written.

LANDLORD:

HOUSING AUTHORITY OF THE CITY OF
GLENDALE, a public body corporate and politic
By:

Name: Roubik Golanian
Title: Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By: ______________________________
Michael J. Garcia
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LESSEE:

GLENDALE CITY LIGHTS, A CALIFORNIA

LIMITED PARTNERSHIP,
a California limited partnership
By: GRCLA – Affordable Holding, LLC, a
California limited liability company,
Its Administrative General Partner
By: _____________________________
Name: Young S. Kim
Title: Manager
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EXHIBIT 5

GROUND LESSOR ESTOPPEL CERTIFICATE
__________ __, 2026
PROPERTY NAME: Glendale City Lights
PROPERTY ADDRESS: 3673 San Fernando Rd
Glendale, CA 91204
Los Angeles County
(the “Mortgaged Property”)
LEASE DATE: February 13, 2008, amended __________, 2026 GROUND LESSOR: HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body corporate and politic
(“Ground Lessor”)
GROUND LESSEE: 3673 SAN FERNANDO, LP, a California limited partnership (“Ground Lessee”)
Ground Lessor acknowledges that (a) BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) has agreed, subject to the satisfaction of certain terms and conditions, to make a loan (the “Mortgage Loan”) to Ground Lessee, which Mortgage Loan is or will be secured by a lien on Ground Lessee’s leasehold interest in the Mortgaged Property (the “Premises”), and (b) Lender is requiring this Ground Lessor Estoppel Certificate (this “Estoppel Certificate”) as a condition to its making the Mortgage Loan. Accordingly, Ground Lessor hereby certifies and confirms to Lender and its transferees, successors and assigns, as follows:

1. A true, complete and correct copy of the lease between Ground Lessor and Ground Lessee with respect to the Premises, together with any other amendment, supplement or agreement related thereto, is attached hereto as Schedule I (collectively, the “Lease”). Other than as attached on Schedule I, the Lease has not been modified, changed, altered, assigned, supplemented or amended in any respect. The Lease represents the entire agreement between Ground Lessor and Ground Lessee with respect to the Premises, except as set forth in that certain Affordable Housing Agreement and Agreement to Lease Real Property dated February 13, 2008 (as amended, modified, or implemented from time to time, the “AHA”) and documents entered into in connection with the AHA.

3. The Lease provides for an original term of ninety-nine (99) years, commencing on the issuance of the permanent certificate of occupancy.

7. Ground Lessor has no right to terminate the Lease during the Mortgage Loan except as set forth in the Lease.

9. Ground Lessee owns all improvements located on the Premises during the term of the Lease.

11. There are no mortgages encumbering Ground Lessor’s fee estate in the Mortgaged Property.

12. Ground Lessor has not assigned, mortgaged, conveyed, transferred, encumbered, hypothecated or granted to any party any interest in the Lease or the Premises (other than recorded easements, rights of way or similar recorded encumbrances of record as of the date hereof) other than to Ground Lessee, or granted to any party any right or option to purchase the Premises or any interest of Ground Lessor in the Lease. Ground Lessor has not subordinated its interest in the Lease to any mortgage lien or other encumbrance on the fee.
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14. Lender will rely on the representations and warranties made by Ground Lessor herein in connection with Lender’s agreement to make the Mortgage Loan and Ground Lessor agrees that Lender may so rely on such representations and warranties. [REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the undersigned has signed and delivered this Estoppel Certificate under seal (where applicable) or has caused this Estoppel Certificate to be signed and delivered under seal (where applicable) by its duly authorized representative. Where applicable law so provides, the undersigned intend(s) that this Estoppel Certificate shall be deemed to be signed and delivered as a sealed instrument.

GROUND LESSOR:

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
Dated: _______________, 2026 By: _____________________________ Roubik Golanian
Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia
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SCHEDULE I TO GROUND LESSOR ESTOPPEL CERTIFICATE
(Copy of Lease)
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EXHIBIT 6

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Colin M. Gaynor, Esquire
Ballard Spahr LLP
111 S. Calvert Street, 27th Floor
Baltimore, MD 21202
---------------------------- [Space Above This Line For Recording Data] ----------------------------

SUBORDINATION AGREEMENT
(Affordable)
This SUBORDINATION AGREEMENT (this “Agreement”) dated as of _____________, 2026 is executed by and among (i) BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (“Senior Lender”), (ii) THE HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (“Subordinate Lender”), and (iii) 3673 SAN FERNANDO, LP, a California limited partnership (“Borrower”). 68 of 93
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RECITALS:

A. Pursuant to that certain Multifamily Loan and Security Agreement dated as of the date hereof, executed by and between Borrower and Senior Lender (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), Senior Lender has agreed to make a loan to Borrower in the original principal amount of $6,830,000.00 (the “Senior Loan”), as evidenced by that certain Multifamily Note dated as of the date hereof, executed by Borrower and made payable to the order of Senior Lender in the amount of the Senior Loan (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Senior Note”).

C. Subordinate Lender and Borrower are parties to (i) that certain Affordable Housing Agreement and Agreement to Lease Real Property dated February 13, 2008 (as amended from time to time, the “AHA”), (ii) that certain Agreement Containing HOME Program Requirements dated February 13, 2008 (as amended from time to time, the “HOME Requirements”), and (iii) that certain Agreement Containing Covenants (as amended from time to time) dated as of February 13, 2008 and recorded in the Official Records of Los Angeles County, California (the “Official Records”) on February 20, 2008, as Instrument No. 2008-0292159, pursuant to which Subordinate Lender has agreed to provide financing in the aggregate amount of $9,820,488.80 to Borrower.

In addition, Borrower’s predecessor-in-interest executed (i) a promissory note (the “LMIHF Note”) dated as of February 13, 2008 evidencing a Low to Moderate Income Housing Fund loan (the “LMIHF Loan”) in the original principal amount of $8,420,488.80; (ii) a promissory note (the “HOME Note”) dated as of February 13, 2008 evidencing a HOME fund loan (the “HOME Loan”) in the original principal amount of $1,400,000.00; (iii) a leasehold deed of trust (the “LMIHF Deed of Trust”) encumbering the Mortgaged Property for the benefit of Subordinate Lender securing the LMIHF Loan in the original principal amount of $8,420,488.80, which was recorded in the Official Records on February 20, 2008 as Instrument No. 2008- 0292158; and (iv) a leasehold deed of trust (the “HOME Deed of Trust”) encumbering the Mortgaged Property for the benefit of Subordinate Lender securing the HOME Loan, which was recorded in the Official Records on February 20, 2008 as Instrument No. 2008-0292157. The LMIHF Loan and the HOME Loan may be referred to collectively herein as the “Subordinate Loan.”
D. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement.
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AGREEMENTS:

1. Recitals.

The recitals set forth above are incorporated herein by reference.

2. Definitions.

In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below:
“Affiliate” means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual Controlled by, under common Control with, or which Controls such Person, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. “Borrower” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor-inpossession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement.
“Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business.
“Condemnation Action” means any action or proceeding, however characterized or named, relating to any condemnation or other taking, or conveyance in lieu thereof, of all or any part of the Mortgaged Property, whether direct or indirect.
“Control” (including with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or operations of such entity, whether through the ownership of voting securities, ownership interests or by contract or otherwise.
“Default Notice” means: (a) a copy of any written notice from Senior Lender to Borrower and Subordinate Lender stating that a Senior Loan Default has occurred under the Senior Loan Documents; or (b) a copy of the written notice from Subordinate Lender to Borrower and Senior Lender stating that a Subordinate Loan Default has occurred under the Subordinate Loan Documents. Each Default Notice shall specify the default upon which such Default Notice is based.
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“Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). “Regulatory Agreement” means that certain Agreement Containing Covenants dated as of February 13, 2008 in favor of Subordinate Lender, which was recorded among the Official Records as Instrument No. 2008-0292159, as amended by that certain First Amendment to Agreement Containing Covenants dated as of September 23, 2019, which was recorded among the Official Records as Instrument No. 2019-1011940, pursuant to which the Mortgaged Property is subject to certain restrictions, covenants, and/or requirements as further set forth therein (the “Regulatory Agreement”).
“Senior Lender” means the Person named as such in the first paragraph on Page 1 of this Agreement, its successors and assigns and any other Person who becomes the legal holder of the Senior Loan after the date of this Agreement.
“Senior Loan Default” means the occurrence of an “Event of Default” as that term is defined in the Senior Loan Documents.
“Senior Loan Documents” means the Senior Security Instrument, the Senior Note, the Senior Loan Agreement, and all other “Loan Documents” as that term is defined in the Senior Loan Agreement.
“Subordinate Lender” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Subordinate Lender, including without limitation, a receiver, trustee or debtor-in-possession and any other Person who becomes the legal holder of the Subordinate Note after the date of this Agreement.
“Subordinate Loan Agreement” means the AHA.
“Subordinate Loan Default” means a default by Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default.
“Subordinate Loan Documents” means the Subordinate Note, the Subordinate Mortgage, the Subordinate Loan Agreement, Regulatory Agreement and all other documents evidencing, securing or otherwise executed and delivered in connection with the Subordinate Loan. “Subordinate Mortgage” means, collectively, the LMIHF Deed of Trust and the HOME Deed of Trust encumbering the Mortgaged Property as security for the Subordinate Loan. “Subordinate Note” means, collectively, the LMIHF Note and the HOME Note evidencing the Subordinate Loan.
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3. Permission to Place Mortgage Lien Against Mortgaged Property.

4. Borrower’s and Subordinate Lender’s Representations and Warranties.

Borrower and Subordinate Lender each makes the following representations and warranties to Senior Lender:
(a) Subordinate Loan Documents.

The Subordinate Loan is evidenced by the Subordinate Note and is secured by the Subordinate Mortgage, the Subordinate Loan Agreement and the Subordinate Loan Documents. (b) Subordinate Note.

The Subordinate Note shall be deemed to contain the following provision:

The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness evidenced by a Multifamily Note (and any schedules) dated as of even date herewith in the original principal amount of $6,830,000.00, executed by 3673 SAN FERNANDO, LP, a California limited partnership, and payable to the order of BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (“Senior Lender”), to the extent and in the manner provided in that certain Subordination Agreement dated as of even date herewith between the payee of this Note, and Senior Lender and THE HOUSING AUTHORITY OF THE CITY OF GLENDALE, a public body, corporate and politic (the “Subordination Agreement”). The Mortgage, Deed of Trust or Deed to Secure Debt (and any exhibits) securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Multifamily Mortgage, Deed of Trust or Deed to Secure Debt (and any exhibits) securing the Multifamily Note and the terms, covenants and conditions of the Multifamily Loan and Security Agreement evidencing the terms of the Multifamily Note, as more fully set forth in the Subordination Agreement. The rights and remedies of the payee and each subsequent holder of this Note under the Mortgage, Deed of Trust or Deed to Secure Debt (and any exhibits) securing this Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such holder’s acquisition of the Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by Subordinate Lender under the Subordination Agreement.
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(c) Relationship of Borrower to Subordinate Lender and Senior Lender.

Subordinate Lender is not an Affiliate of Borrower and is not in possession of any facts which would lead it to believe that Senior Lender is an Affiliate of Borrower. (d) Term.

The term of the Subordinate Note does not end before the stated term of the Senior Note. (e) Subordinate Loan Documents.

The executed Subordinate Loan Documents are substantially in the same forms as those submitted to, and approved by, Senior Lender prior to the date of this Agreement.

5. Deliveries.

Borrower shall submit the following items to Senior Lender and Subordinate Lender, as applicable, by the effective date of the Senior Loan Documents:
(1) Title Policy Endorsement.

A complete set of the fully executed Subordinate Loan Documents, certified by Borrower to be true, correct and complete.
(4) Senior Loan Documents.

To Senior Lender and Subordinate Lender, an executed copy of each of the Senior Loan Documents, certified by Borrower to be true, correct and complete. 73 of 93
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6. Terms of Subordination.
(a) Agreement to Subordinate.

Borrower agrees that, after it receives a Default Notice (or otherwise acquires knowledge) of a Senior Loan Default, it will not make any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s prior written consent. Subordinate Lender agrees that, after it receives a Default Notice from Senior Lender with written instructions directing Subordinate Lender not to accept payments from Borrower on account of the Subordinate Loan, it will not accept any payments under or pursuant to the Subordinate Loan Documents (including but not limited to principal, interest, additional interest, late payment charges, default interest, attorneys’ fees, or any other sums secured by the Subordinate Loan Documents) without Senior Lender’s 74 of 93
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prior written consent. If Subordinate Lender receives written notice from Senior Lender that the Senior Loan Default which gave rise to Subordinate Lender’s obligation not to accept payments has been cured, waived, or otherwise suspended by Senior Lender, the restrictions on payment to Subordinate Lender in this Section 6 shall terminate, and Senior Lender shall have no right to any subsequent payments made to Subordinate Lender by Borrower prior to Subordinate Lender’s receipt of a new Default Notice from Senior Lender in accordance with the provisions of this Section 6(d).
(e) Remitting Subordinate Loan Payments to Senior Lender.

7. Default Under Subordinate Loan Documents.
(a) Notice of Subordinate Loan Default and Cure Rights.

Subordinate Lender shall deliver to Senior Lender a Default Notice within five (5) Business Days in each case where Subordinate Lender has given a Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior Lender shall not prevent the exercise of 75 of 93
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Subordinate Lender’s rights and remedies under the Subordinate Loan Documents, subject to the provisions of this Agreement. Senior Lender shall have the right, but not the obligation, to cure any Subordinate Loan Default within sixty (60) days following the date of such notice; provided, however that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue its rights and remedies under the Subordinate Loan Documents. All amounts paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan Default shall be deemed to have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan Agreement and the Senior Security Instrument. (b) Subordinate Lender’s Exercise of Remedies After Notice to Senior Lender.

Borrower and Subordinate Lender agree that a Subordinate Loan Default shall constitute a Senior Loan Default under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or remedies under the Senior Loan Documents in the same manner as in the case of any other Senior Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan Default of which Senior Lender has received a Default Notice has been cured or waived, as determined by Subordinate Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan Default under the Senior Loan Documents arising solely from such Subordinate Loan Default shall be deemed cured, and the Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to return or otherwise credit 76 of 93
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for the benefit of Borrower any default rate interest or other default related charges or payments received by Senior Lender during such Senior Loan Default.

8. Default Under Senior Loan Documents.
(a) Notice of Senior Loan Default and Cure Rights.

Subordinate Lender agrees that, notwithstanding any contrary provision contained in the Subordinate Loan Documents, a Senior Loan Default shall not constitute a default under the Subordinate Loan Documents (if no other default has occurred under the Subordinate Loan Documents) until either (1) Senior Lender has accelerated the maturity of the Senior Loan, or (2) Senior Lender has taken affirmative action to exercise its rights under the Senior Loan Documents to collect rent, to appoint (or seek the appointment of) a receiver or to foreclose on (or to exercise a power of sale contained in) the Senior Loan Documents. At any time after a Senior Loan Default is determined to constitute a default under the Subordinate Loan Documents, Subordinate Lender shall be permitted to pursue its remedies for default under the Subordinate Loan Documents, subject to the restrictions and limitations of this Agreement. If at any time Borrower cures any Senior Loan Default to the satisfaction of Senior Lender, as evidenced by written notice from Senior Lender to Subordinate Lender, any default under the Subordinate Loan Documents arising from such Senior Loan Default shall be deemed cured and the Subordinate Loan shall be retroactively reinstated as if such Senior Loan Default had never occurred. 77 of 93
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9. Conflict.

10. Rights and Obligations of Subordinate Lender Under the Subordinate Loan Documents and of Senior Lender under the Senior Loan Documents.

Following the occurrence of (2) a Condemnation Action, or (3) a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collectively, a “Casualty”), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply:
(A) Subordinate Lender hereby agrees that its rights (under the Subordinate Loan Documents or otherwise) to participate in any proceeding or action relating to a Condemnation Action or a Casualty, or to participate or join in any settlement of, or to adjust, any claims resulting from a Condemnation Action or a Casualty shall be and remain subject and subordinate in all respects to Senior Lender’s rights under the Senior Loan Documents with respect thereto, and 78 of 93
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Subordinate Lender shall be bound by any settlement or adjustment of a claim resulting from a Condemnation Action or a Casualty made by Senior Lender; provided, however, this subsection or anything contained in this Agreement shall not limit the rights of Subordinate Lender to file any pleadings, documents, claims or notices with the appropriate court with jurisdiction over the proposed Condemnation Action or Casualty; and
(B) all proceeds received or to be received on account of a Condemnation Action or a Casualty, or both, shall be applied (either to payment of the costs and expenses of repair and restoration or to payment of the Senior Loan) in the manner determined by Senior Lender in its sole discretion; provided, however, that if Senior Lender elects to apply such proceeds to payment of the principal of, interest on and other amounts payable under the Senior Loan, any proceeds remaining after the satisfaction in full of the principal of, interest on and other amounts payable under the Senior Loan shall be paid to, and may be applied by, Subordinate Lender in accordance with the applicable provisions of the Subordinate Loan Documents, provided however, Senior Lender agrees to consult with Subordinate Lender in determining the application of Casualty proceeds, provided further, however, that in the event of any disagreement between Senior Lender and Subordinate Lender over the application of Casualty proceeds, the decision of Senior Lender, in its sole discretion, shall prevail. (c) Insurance.

Borrower and Subordinate Lender each agree that, until the principal of, interest on and all other amounts payable under the Senior Loan Documents have been paid in full, it will not, without the prior written consent of Senior Lender in each instance, increase the amount of the Subordinate Loan, increase the required payments due under the Subordinate Loan, decrease the term of the Subordinate Loan, increase the interest rate on the Subordinate Loan, or otherwise amend the Subordinate Loan terms in a manner that creates an adverse effect upon Senior Lender under the Senior Loan Documents. Any amendment of the Subordinate Loan Documents or assignment of Subordinate Lender’s interest in the Subordinate Loan without Senior Lender’s consent shall be void ab initio and of no effect whatsoever.
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11. Modification or Refinancing of Senior Loan.

12. Default by Subordinate Lender or Senior Lender.

13. Reinstatement.

14. Notices.
(a) Process of Serving Notice.

All notices under this Agreement shall be:
(1) in writing and shall be:
(A) delivered, in person;
(B) mailed, postage prepaid, either by registered or certified delivery, return receipt requested;
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(C) sent by overnight courier; or
(D) sent by electronic mail with originals to follow by overnight courier; (2) addressed to the intended recipient at the address(es) below the signature block, as applicable; and
(3) deemed given on the earlier to occur of:
(A) the date when the notice is received by the addressee; or (B) if the recipient refuses or rejects delivery, the date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or any express courier service. (b) Change of Address.

Any party to Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other parties identified in this Agreement. (c) Receipt of Notices.

15. General.
(a) Assignment/Successors.

Wherever Senior Lender’s consent or approval is required by any provision of this Agreement, such consent or approval may be granted or denied by Senior Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement. Wherever Subordinate Lender’s consent or approval is required by any provision of this Agreement, such consent or 81 of 93
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approval may be granted or denied by Subordinate Lender in its sole and absolute discretion, unless otherwise expressly provided in this Agreement.
(d) Further Assurances.

This Agreement shall not be amended except by written instrument signed by all parties hereto.
(f) Governing Law.

The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following events: (1) the payment in full of the principal of, interest on and other amounts payable under the Senior Loan Documents; (2) the payment in full of the principal of, interest on and other amounts payable under the Subordinate Loan Documents, other than by reason of payments which Subordinate Lender is obligated to remit to Senior Lender pursuant to Section 6 hereof; (3) the acquisition by Senior Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of sale contained in, the Senior Loan Documents; or (4) the acquisition by Subordinate Lender of title to the Mortgaged Property pursuant to a foreclosure or a deed in lieu of foreclosure of, or the exercise of a power of 82 of 93
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sale contained in, the Subordinate Loan Documents, but only if such acquisition of title does not violate any of the terms of this Agreement.
(i) Counterparts.

Nothing in this Agreement shall limit Senior Lender’s (including any assignee or transferee of Senior Lender) right to sell or transfer the Senior Loan, or any interest in the Senior Loan. The Senior Loan or a partial interest in the Senior Loan (together with this Agreement and the other Loan Documents) may be sold one or more times without prior notice to Borrower. [Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, Borrower, Senior Lender and Subordinate Lender have signed and delivered this Agreement under seal (where applicable) or have caused this Agreement to be signed and delivered under seal (where applicable) by a duly authorized representative.

Where applicable law so provides, Borrower, Senior Lender and Subordinate Lender intend that this Agreement shall be deemed to be signed and delivered as a sealed instrument.

SENIOR LENDER:

BERKADIA COMMERCIAL MORTGAGE
LLC, a Delaware limited liability company
By:

Name:

Title: Authorized Representative
Address: 323 Norristown Road, Suite 300
Ambler, PA 19002
With a copy to:

Fannie Mae (Multifamily)
Certification and Custody
Document Delivery Facility (DDF)
21240 Ridgetop Circle
Sterling, VA 20166
[Acknowledgement on following page]
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ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

HOUSING AUTHORITY OF THE

CITY OF GLENDALE
Dated: _______________, 202__ By: _____________________________ Roubik Golanian
Executive Director
APPROVED AS TO FORM AND LEGALITY:

MICHAEL J. GARCIA, CITY ATTORNEY
General Counsel to the Authority
By:______________________________
Michael J. Garcia

ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
________________________________
Signature of Notary
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
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BORROWER:
3673 SAN FERNANDO, LP, a California limited
partnership
By: GRCLA – Affordable Holding, LLC, a
California limited liability company,
Its Administrative General Partner
By: _____________________________
Name: Young S. Kim
Title: Manager
Address: 3250 Wilshire Blvd. Suite 1850
Los Angeles, CA 90010

ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) §

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOTS 7 THROUGH 11, INCLUSIVE OF BLOCK 1, OF TRACT NO. 1578, IN THE CITY OF

GLENDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGES 158 AND 159, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 5640-037-900
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Glendale City CouncilOctober 6, 2026

Glendale City Council
October 6, 2026