Item 39 - Affordable Housing Project at 2530 & 2534 Westminster Avenue

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Subordination Agreement (City of Santa Ana) Form 6456 Page 3 Fannie Mae 08-13 © 2013 Fannie Mae [Westview House] 4883-3835-3436v.3 0113877-000026 loan. On the Conversion Date, Citibank, N.A., a national banking association (“Permanent Lender”), shall purchase the Funding Loan Note and take anq assignment from Initial Funding Lender of the Senior Loan Documents, and become the “Senior Lender” hereunder. Upon Conversion (as defined in the Forward Purchase Agreement), the Borrower Loan Documents shall include that certain ______________________________ by and between Borrower and Permanent Lender (the “Permanent Loan Agreement”) and all other ____________________ described in the Permanent Loan Agreement. F. Senior Lender has agreed to permit the Subordinate Loans and to allow the subordinate mortgage liens against the Mortgaged Property subject to all of the conditions contained in this Agreement. AGREEMENTS: NOW, THEREFORE, in order to induce the Senior Lender to permit the Subordinate Lender to make the Subordinate Loans to Borrower and to place 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-in- possession 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 or Subordinate 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 EXHIBIT 6