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EXHIBIT 5 <br />Property Name: Tiny Tim Apartments <br />SUBORDINATION AGREEMENT <br />GOVERNMENTAL ENTITY <br />(CITY OF SANTA ANA) <br />(Revised 10-1-2015) <br />THIS SUBORDINATION AGREEMENT ("Agreement") is entered into as of the 1st day of <br />May, 2019, by and between (i) CITIBANK, N.A., a national banking association ("Senior <br />Lender") and (ii) the HOUSING AUTHORITY OF THE CITY OF SANTA ANA acting as the <br />Housing Successor Agency, a public body, corporate and politic ("Subordinate Lender"). The <br />date of this Assignment as set forth above is for reference purposes only, and this Assignment <br />will not be effective and binding until the Closing Date (as defined in the Senior Loan <br />Agreement). <br />RECITALS <br />A. Tiny Tim LP, a limited partnership organized under the laws of the State of California <br />("Borrower") is the owner of certain land located in Orange County, California, <br />described in Exhibit A ("Land"). The Land is improved with a multifamily rental <br />housing project ("Improvements"). <br />B. Senior Lender has made or is making a loan to Borrower in the original principal amount <br />of [$15,000,000] ("Senior Loan") upon the terms and conditions of a Construction Loan <br />Agreement dated as of May 1, 2019 between Senior Lender and Borrower ("Senior Loan <br />Agreement") in connection with the Mortgaged Property. The Senior Loan is secured by <br />a Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture <br />Filing dated as of the date of the Senior Loan Agreement ("Senior Mortgage") <br />encumbering the Land, the Improvements and related personal and other property <br />described and defined in the Senior Mortgage as the "Mortgaged Property." <br />C. Pursuant to a Loan Agreement dated as of May [_], 2019 between Subordinate Lender <br />and Borrower ("Subordinate Loan Agreement'), Subordinate Lender has made or is <br />making a loan to Borrower in the original principal amount of $4,700,000 ("Subordinate <br />Loan"). The Subordinate Loan is or will be secured by an Agency Deed of Trust and <br />Assignment of Rents dated as of May [__J, 2019 ("Subordinate Mortgage") <br />encumbering all or a portion of the Mortgaged Property. The Subordinate Loan also <br />includes an Affordability Restrictions on Transfer of Property agreement by and between <br />the Subordinate Lender and the Borrower, dated as of May [_], 2019 ("Regulatory <br />Agreement') that shall remain in first position on title to the Land and shall not be <br />subordinated. <br />Subordination Agreement — Governmental Entity 1 Tiny Tim Apartments <br />City of Santa Ana <br />80A-298 <br />