RecDoc 2017-061512 2820 Huntington Subordination Agreement RWC-DOH

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1.6 In the event of any default of Owner under the Senior Loan Documents, Lender shall deliver to Subordinate Lender a copy of any notice delivered to Owner in connection therewith, concurrently with delivery to Owner of the same. In such event, Subordinate Lender has the right, but not the obligation, to cure the noticed default by forty-five (45) days after the date 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. 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 Affordability Covenants. 1.7 In the event of any default of Owner under the Subordinate Loan Documents, Subordinate Lender 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 Lender shall accept such cure by Lender as if it were cured by Owner. Any amounts advanced by Lender to cure a default under the Subordinate Loan Documents shall be an advance under the Senior Loan Documents and secured by the Senior Deed of Trust. 1.8 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 Affordability Covenants 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. 1.9 Lender has delivered to Subordinate Lender true and complete copies of the Senior Loan Documents prior to Subordinate Lender's execution of this Agreement, and such documents have not been amended, modified or supplemented in any way except as disclosed therein. 1.10 Subordinate Lender hereby consents to the Senior Loan and the execution and delivery by Owner to Lender of the Senior Loan Documents. 1.11 This Subordination Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to the choice of law rules of that State, except to the extent that any of such laws may now or hereafter be preempted by Federal law. Any action at law or in equity brought by any party for the purpose of enforcing a right or rights provided for by this Subordination Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. Without limiting the generality of the foregoing, the parties hereby waive and agree not to assert by way of motion, defense, or otherwise in such suit, action, or proceeding, any claim that (i) any such party is not subject to the jurisdiction of the courts of the above -referenced state or the United States District Court for such state, or (ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action, or proceeding is improper. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument. Exhibit A is attached hereto and incorporated herein by this reference. [Remainder of Page Left Intentionally Blank.] Page 3 of 7 REV: 06-08-17 PR ATTY/AOR.2017.135/Service League - 2820 Huntington Loan Subordination