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<br /> <br />Subordination Agreement (City of Santa Ana) Form 6456 Page 13 <br />Fannie Mae 08-13 © 2013 Fannie Mae <br /> [Westview House] <br />4883-3835-3436v.3 0113877-000026 <br />Lender agrees that it shall not transfer or assign any Subordinate Loan or any Subordinate Loan <br />Document without the prior written consent of the Senior Lender. <br />11. Conversion, Modification or Refinancing of Senior Loan. <br />Subordinate Lender consents to any agreement or arrangement in which Senior Lender <br />waives, postpones, extends, reduces or modifies any provisions of the Senior Loan Documents, <br />including any provision requiring the payment of money. Subordinate Lender further agrees that <br />its agreement to subordinate hereunder shall extend to the Permanent Loan Agreement and the <br />other “Loan Documents” described therein and any amendments or additional documents executed <br />in connection with the Conversion Date and the Conversion of the Senior Loan to a term loan, as <br />well as any new mortgage debt which is for the purpose of refinancing all or any part of the Senior <br />Loan (including reasonable and necessary costs associated with the closing and/or the refinancing) <br />and, in the event of new mortgage debt, Subordinate Lender shall execute and deliver to Senior Lender <br />a new subordination agreement on the same terms and conditions as this Subordination Agreement; <br />and that all the terms and covenants of this Agreement shall inure to the benefit of any holder of <br />any such refinanced debt; and that all references to the Senior Loan, the Senior Note, the Senior <br />Loan Agreement, the Senior Security Instrument, the Senior Loan Documents and Senior Lender <br />shall mean, respectively, the refinance loan, the refinance note loan agreement, the mortgage <br />securing the refinance note, all documents evidencing securing or otherwise pertaining to the <br />refinance note and the holder of the refinance note. Following the Conversion Date, all terms and <br />covenants of this Agreement shall inure to the benefit of any holder of the Senior Loan, and all <br />references herein to the Senior Loan Agreement shall mean the Senior Loan Agreement as <br />supplemented by the Permanent Loan Agreement. <br />12. Default by Subordinate Lender or Senior Lender. <br />If Subordinate Lender or Senior Lender defaults in performing or observing any of the <br />terms, covenants or conditions to be performed or observed by it under this Agreement, the other, <br />non-defaulting lender shall have the right to all available legal and equitable relief. <br />13. Special Provisions Regarding Unsubordinated City Regulatory Agreements <br />(a) Transfers. Notwithstanding anything set forth in the Unsubordinated City <br />Regulatory Agreements to the contrary, nothing in the Unsubordinated City Regulatory <br />Agreements shall be deemed to restrict or limit, or require the consent of Subordinate Lender to, <br />the following: (i) any foreclosure or deed in lieu of foreclosure of the Senior Security Instrument <br />by Senior Lender or its successor, assigns, or nominee (a “Foreclosure Action”), or (ii) the first <br />subsequent transfer by Senior Lender or its successors, assigns or nominee following a Foreclosure <br />Action. Neither the successor owner initially acquiring title to the Mortgaged Property as a result <br />of a Foreclosure Action, nor its immediate successor in interest, shall be subject to any of the <br />limitations upon creation of indebtedness nor creation of any lien securing indebtedness set forth <br />in the Unsubordinated City Regulatory Agreements; provided that any subsequent mortgagee or <br />lienholder with respect to such indebtedness shall agree that in the event of foreclosure or deed in <br />lieu of foreclosure, the transferee under such foreclosure agrees that it will take subject to the <br />Unsubordinated City Regulatory Agreement; and provided further that all other subsequent <br />EXHIBIT 6