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(b) If a cure of all the Noticed Defaults is completed within the applicable
<br />cure period, the Defaulted Lender will rescind any notice of default recorded and request dismissal of any
<br />receiver who has been appointed, after reimbursement of all of Defaulted Lender's costs, including,
<br />without limitation, reasonable attorneys' fees and costs.
<br />(c) Following the timely cure of all Noticed Defaults by a Notice Party, the
<br />Defaulted Lender will not exercise its right to accelerate (or will de -accelerate) the amounts due under the
<br />Defaulted Lender's loan documents by reason of the Noticed Defaults cured by such Notice Party;
<br />provided, however, that nothing herein shall be construed to waive or limit any of Defaulted Lender's
<br />rights or remedies as to any uncured Noticed Default, or any subsequent default, by Borrower.
<br />(d) Nothing in this Section is intended to limit or modify any covenant, term,
<br />or condition contained in the Redwood Loan Documents or the City Loan Documents, including, without
<br />limitation, any covenant against creating or recording any liens or encumbrances against the Property
<br />without HIP's or City's prior written approval, and any acceleration clause in the Redwood Deed of Trust
<br />or the City Deed of Trust.
<br />4. Integration; No Waiver. This Subordination Agreement is the whole and only
<br />agreement with regard to the subordination of the liens, claims, and charges of the Redwood Deed of
<br />Trust to the Senior Loan Documents. This Subordination Agreement may not be modified or amended
<br />except by a written agreement signed by the party against whom enforcement is sought. No waiver shall
<br />be deemed to be made by any party of any of its rights hereunder unless the same shall be in writing
<br />signed by such party, and each such waiver, if any, shall be a waiver only with respect to the specific
<br />matter or matters to which the waiver relates and shall in no way impair the rights of such parry or the
<br />obligations of Borrower to City or HIP in any other respect at any other time.
<br />5. Successors and Assigns. This Subordination Agreement is binding on and inures to
<br />the benefit of the legal representatives, successors, and assigns of the parties.
<br />6. Creditor's Rights. City and HIP each agree not to commence or join with any other
<br />creditor of Borrower in commencing any bankruptcy, reorganization, or insolvency proceedings against
<br />the Borrower without the prior written consent of the other party.
<br />7. Governing Law. This Subordination Agreement shall be governed by, and construed in
<br />accordance with, the laws of the State of California, without regard to the choice of law rules of that State,
<br />except to the extent that any of such laws may now or hereafter be preempted by Federal law. The
<br />parties hereto consent to the jurisdiction of any Federal or State court having jurisdiction within the
<br />County of Santa Clara, California, submits to venue in such jurisdiction, and also consents to service of
<br />process by any means authorized by Federal law or the law of the State of California. Without limiting the
<br />generality of the foregoing, the parties hereby waive and agree not to assert by way of motion, defense, or
<br />otherwise in such suit, action, or proceeding, any claim that (i) any such party is not subject to the jurisdiction
<br />of the courts of the above -referenced jurisdiction or the United States District Court for such jurisdiction, or
<br />(ii) such suit, action, or proceeding is brought in an inconvenient forum, or (iii) the venue of such suit, action,
<br />or proceeding is improper.
<br />8. Notices. All notices given under this Subordination Agreement shall be in writing and be
<br />given by personal delivery, overnight receipted courier (such as Airborne, UPS, or Federal Express) or by
<br />registered or certified United States mail, postage prepaid, sent to the party at its address appearing
<br />below its signature. Notices shall be effective upon the first to occur of receipt, when proper delivery is
<br />refused, or the expiration of forty-eight (48) hours after deposit in registered or certified United States mail
<br />as described above. Addresses for notice may be changed by any party by notice to any other party in
<br />accordance with this Section.
<br />9. Counterparts. This Subordination Agreement may be executed in counterparts, and all
<br />counterparts constitute but one and the same document.
<br />Page 4 of 8
<br />REV: 05-29-19 VR
<br />ATTY/AGR.2019.159/Redwood Oaks Associates 11 LP - HIP—City-Seller Subordination
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