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EXHIBIT 5
<br />RECORDING REQUESTED BY
<br />AND WHEN RECORDED RETURN TO:
<br />Davis Wright Tremalne LLP
<br />865 S. Figueroa Street
<br />Suite 2400
<br />Los Angeles, CA 90017
<br />Attn: Nancy B. Clapp, Esq.
<br />SUBORDINATION AGREEMENT
<br />(CITY HOME LOAN)
<br />NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR RIGHTS UNDER
<br />CERTAIN AGREEMENTS RELATING TO CERTAIN REAL PROPERTY BECOMING
<br />SUBJECT TO, AND OF LOWER PRIORITY THAN, THE LIEN OF A SECURITY
<br />INTEREST.
<br />THIS SUBORDINATION AGREEMENT (this "Agreement"), made as of the 111 day of September,
<br />2019, by and between the CITY OF SANTA ANA ("Subordinating Party"), whose address is 20 Civic
<br />Center Plaza, Santa Ana, California 92701, and MUFG UNION BANK, N.A. ("Bank"), in Its capacity as
<br />agent for the CALIFORNIA MUNICIPAL FINANCE AUTHORITY ("Governmental Lender"), whose
<br />address Is MUFG Union Bank, N.A., Loan Administration Department, 3151 E. Imperial Highway, 1st Floor,
<br />Brea, California 92821, Attention: Manager, is made with reference to the following facts:
<br />A. Unless expressly defined herein, all capitalized terms used herein shall have the meanings
<br />ascribed to them in Appendix I or Exhibit B attached hereto and made a part hereof.
<br />B. Borrower is the owner (or, concurrently with the recording of this Agreement, will be the
<br />owner) of the Property, which Property Is more particularly described in Exhibit A attached hereto and made
<br />a part hereof.
<br />C. Borrower and Subordinating Party have heretofore entered Into or, concurrently herewith,
<br />are entering into, those certain loan documents more particularly described in Exhibit B attached hereto
<br />(collectively, "Subordinating Party's Loan Documents"), pursuant to the terms of which Subordinating
<br />Party shall make to Borrower a Five Million One Hundred Twenty -One Thousand Seven Hundred Thirty -
<br />One and 32r100v' Dollar ($5,121,731.32) loan ("Subordinating Party's Loan") which Subordinating Party's
<br />Loan is secured by, among other things, that certain Amended and Restated City HOME Deed of Trust and
<br />Assignment of Rents ("Subordinating Party's Deed of Trust") dated , 2019, executed
<br />by Borrower for the benefit of Subordinating Party, and recorded substantially concurrently herewith in the
<br />Official Records of Orange County, California (the "Official Records"), and encumbering the Property and
<br />all Improvements to be constructed thereon and that certain Amended and Restated Affordability
<br />Restrictions on Transfer of Property (the "Restrictions") dated , 2019, and recorded
<br />substantially concurrently herewith in the Official Records, pursuant to the terms of which Borrower agreed,
<br />among other things, for Itself and Its successors and assigns, to operate the Project as a low income
<br />apartment project in accordance with the terms and conditions set forth therein. Subordinating Parry's
<br />Deed of Trust and Sections 3.4 and 18 of the Restrictions are sometimes hereinafter collectively referred
<br />to as "Subordinating Party's Security Documents".
<br />D. Concurrently herewith, Borrower, Governmental Lender and Bank are entering into the
<br />Borrower Loan Agreement, pursuant to the terms of which Governmental Lender shall make to Borrower
<br />the Borrower Loan to cover a portion of the cost of constructing the Improvements and certain other costs
<br />related thereto, which Borrower Loan is evidenced by the Borrower Note, made by Borrower to the order
<br />4825.9439-0424v3 0096250-000020
<br />80A-263
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