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RECORDING REQUESTED BY <br />AND WHEN RECORDED RETURN TO: <br />Paul Hastings LLP <br />515 South Flower Street <br />Twenty -Fifth Floor <br />Los Angeles, CA 90071 <br />Attn: Kenneth Krug, Esq. <br />SUBORDINATION AGREEMENT <br />(City of Santa Ana) <br />THIS SUBORDINATION AGREEMENT (this "Agreement") is entered into as of July 5, <br />2017 by and among (i) BANK OF AMERICA, N.A. (the "Senior Lender"), (ii) the CITY OF <br />SANTA ANA, a charter city and municipal corporation ("Subordinate Lender"), and (iii) SANTA <br />ANA ARTS COLLECTIVE, a California limited partnership (the `Borrower"). <br />Recitals <br />A. The Senior Lender has made or is making a loan (the "First Mortgage Loan") to the <br />Borrower in the original principal amount of $[ j. The First Mortgage Loan is or will be <br />secured by a first mortgage lien (the "First Mortgage") on certain real property more fully described <br />in Exhibit A attached hereto and the multifamily housing project to be constructed thereon <br />(collectively, the "Property"). The Borrower's obligation to repay the First Mortgage Loan is <br />evidenced by a Note dated as of July jam, 2017 (the "First Mortgage Note"). <br />B. Subordinate Lender is making (i) a subordinate loan of Inclusionary Housing funds <br />to Borrower in the amount of $4,775,000 (the "Inclusionary Loan"), (ii) a subordinate loan of <br />Community Development Block Grant funds to Borrower in the amount of $500,000 (the "CDBG <br />Loan") and (iii) a subordinate loan of HOME Investment Partnerships Program funds to Borrower <br />in the amount of $2,219,760 (the "HOME Loan", and together with the Inclusionary Loan and the <br />CDBG Loan, the "Subordinate Loan"). Subordinate Lender is securing the Subordinate Loan by, <br />among other things, recording the Subordinate Mortgage (as hereinafter defined) in the Official <br />Records of Orange County, California (the "Official Records") substantially concurrently herewith. <br />C. Subordinate Lender has agreed to specifically and unconditionally subordinate the <br />Subordinate Loan and the Subordinate Loan Documents (specifically excluding the Regulatory <br />Agreement, as defined below) to the liens and charges of the First Mortgage Loan and First <br />Mortgage Loan Documents and shall at all times and in all respects be wholly subordinate and <br />inferior in claim and right to the First Mortgage Loan and First Mortgage Loan Documents. <br />(Page -1) <br />LEGAL -US -W# 90345775.4 Exhibit 5 <br />55C-233 <br />