RecDoc 2017-031325 - Laserfiche WebLink

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1.4 Lender, in making disbursements pursuant to any such agreement, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part. 1.5 Subject to the order of priority set forth in Section 1.1, each Subordinate Lender intentionally and unconditionally waives, relinquishes and subordinates all of its right, title and interest in and to the Property to the lien or charge of the Senior Deed of Trust upon the Property and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific amendments to the Senior Loan and Senior Loan Documents will be made by Lenderand, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 1.6 Until the Senior Loan has been paid in full and Lender has released the Senior Deed of Trust, Subordinate Lenders shall not, without Lender's prior written consent, demand, receive or accept any payment (whether of principal, interest or otherwise) from Owner in respect of its Subordinate Loans, or exercise any right of or permit any setoff in respect of its Subordinate Loans, except that Subordinate Lenders may accept scheduled payments (but not prepayments) of principal and interest that are required to be paid under its promissory note, so long as no default has occurred and is continuing or will occur as a result of or immediately following any such payment under the Senior Loan Documents. In consideration of the mutual covenants and agreements contained in this Agreement, Lender and each Subordinate Lender agree as follows: 1.7 In the event of any default of Owner under the Senior Loan Documents, Lender shall deliver to the appropriate Subordinate Lender a copy of any notice delivered to Owner in connection therewith, concurrently with delivery to Owner of the same. In such event, such Subordinate Lender has the right, but not the obligation, to cure the noticed default by thirty (30) days after the date such Subordinate Lender receives a copy of the notice of default (the "Subordinate Lender Cure Period"), and Lender shall accept such cure by Subordinate Lender as if it were cured by Owner, provided that Lender shall have the continuing right to declare and record a notice of default and/or obtain a court-ordered receiver and the Subordinate Lender Cure Period shall not toll or extend the statutory cure period after Lender's recordation of a notice of default. Notwithstanding the foregoing, Lender shall not conduct any foreclosure sale nor accept any deed in lieu in resolution of such foreclosure process prior to the expiration of the Subordinate Lender Cure Period. Any amounts advanced by Subordinate Lender to cure a default under the Senior Loan Documents shall be an advance under the Subordinate Loan Documents and secured by the Subordinate Deed of Trust. 1.8 In the event of any default of Owner under the Subordinate Loan Documents, Subordinate Lenders shall deliver to Lender a copy of any notice delivered to Owner in connection therewith, concurrently with delivery to Owner of the same. In such event, Lender has the right, but not the obligation, to cure the noticed default by forty-five (45) days after the date Lender receives a copy of the notice of default (the "Lender Cure Period"), and Subordinate Lenders shall accept such cure by Lender as if it were cured by Owner. Any amounts advanced by Lender to cure a default underthe Subordinate Loan Documents shall be an advance under the Senior Loan Documents and secured by the Senior Deed of Trust. 1.9 Each Subordinate Lender declares, agrees, and acknowledges that it will not, without prior written notice to, and consent from, Lender: (i) commence any action to foreclose or exercise any power of sale under the Subordinate Deed of Trust or the Subordinate Loan Documents; (ii) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion thereof; (iii) take possession or control of the Property, or collect or accept any rents from the Property; (iv) seek or obtain appointment of a receiver for the Property; (v) take any action that would terminate any leases or other rights held by or granted to or by third parties with respect to the Property; (vi) initiate any petition for bankruptcy, assignment for the benefit of creditors or creditor's agreement with respect to the Owner; or (vii) take any other enforcement action against the Property or any part or portion thereof. ATTY/AGR/2017.077/MHA WAVERLY PLACE -COUNTY SUBORDINATION AGREEMENT REV. 04-07-17 JS -4-