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u lllft� <br />C. City will make a loan to Borrower in the principal amount of Two Million, <br />Nine Hundred Eight -Six Thousand, Nine Hundred Thirty -Five and 29/100 Dollars <br />($2,986,935.29) (the "City Loan"). In connection with the City Loan, the following <br />documents will be recorded against Borrower's leasehold interest in the Property <br />substantially concurrently herewith: (i) a Leasehold Deed of Trust with Assignment of <br />Rents, Security Agreement and Fixture Filing dated as of the date hereof and executed <br />by Borrower as Trustor for the benefit of City ("City Deed of Trust"), and (ii) an <br />Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants <br />(the "City Regulatory Agreement") dated as of the date hereof and executed by <br />Borrower and City. The City Deed of Trust and the City Regulatory Agreement are <br />herein referred to collectively as the "City Documents." <br />D. As a condition to County making the County Loan, County requires that <br />the County Documents be unconditionally and at all times remain a lien or charge upon <br />Borrower's leasehold interest in the Property, prior and superior to all of the rights of <br />City under the City Documents, and that City specifically and unconditionally <br />subordinate the City Documents to the lien or charge of the County Documents. <br />NOW THEREFORE, for valuable consideration and to induce City to make the <br />City Loan, and to induce County to make the County Loan, the Parties agree as follows: <br />1. Borrower and City each acknowledge and agree that the County Documents, and <br />any modifications, renewals or extension thereof, shall unconditionally be and at all <br />times remain a lien or charge on the Property prior and superior to the City Documents. <br />2. Borrower and City each acknowledge and agree that this Agreement shall be the <br />whole agreement with regard to the subordination of the City Documents to the lien or <br />charge of the County Documents, and shall supersede and cancel, but only insofar as <br />would affect the priority of the City Documents and the County Documents, any prior <br />agreements as to such subordination, including, without limitation, those provisions, if <br />any, contained in any documents pertaining to the City Loan or the County Loan that <br />address subordination of any deed of trust or mortgage. <br />3. County acknowledges and agrees for the benefit of City, that City, in making <br />disbursements of the proceeds of the City Loan, is under no obligation or duty to, nor <br />has City represented that it will, see to the application of such proceeds by the person or <br />persons to whom City disburses such proceeds, and any application or use of such <br />proceeds for purposes other than those provided for in the documents executed by <br />Borrower in connection with the City Loan shall not defeat the subordination herein <br />made in whole or in part. City acknowledges and agrees for the benefit of County, that <br />County, in making disbursements of the proceeds of the County Loan, is under no <br />obligation or duty to, nor has County represented that it will, see to the application of <br />such proceeds by the person or persons to whom County disburses such proceeds, and <br />any application or use of such proceeds for purposes other than those provided for in <br />the documents executed by Borrower in connection with the County Loan shall not <br />defeat the subordination herein made in whole or in part. <br />535\60\2253378.2 <br />