RecDoc 2019-047057 Subordination Agmt

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Defaulted Lender's loan documents by reason of the Noticed Defaults cured by such Notice Party; provided, however, that nothing herein shall be construed to waive or limit any of Defaulted Lender's rights or remedies as to any uncured Noticed Default, or any subsequent default, by Borrower. (d) Nothing in this Section is intended to limit or modify any covenant, term, or condition contained in the HIP Loan Documents or the City Loan Documents, including, without limitation, any covenant against creating or recording any liens or encumbrances against the Property without HIP's or City's prior written approval, and any acceleration clause in the HIP Deed of Trust or the City Deed of Trust. 4. Integration; No Waiver. This Subordination Agreement is the whole and only agreement with regard to the subordination of the liens, claims, and charges of the HIP Deed of Trust to the Senior Loan Documents. This Subordination Agreement may not be modified or amended except by a written agreement signed by the parry against whom enforcement is sought. No waiver shall be deemed to be made by any party of any of its rights hereunder unless the same shall be in writing signed by such party, and each such waiver, if any, shall be a waiver only with respect to the specific matter or matters to which the waiver relates and shall in no way impair the rights of such party or the obligations of Borrower to City or HIP in any other respect at any other time. 5. Successors and Assigns. This Subordination Agreement is binding on and inures to the benefit of the legal representatives, successors, and assigns of the parties. 6. Creditor's Rights. City and HIP each agree not to commence or join with any other creditor of Borrower in commencing any bankruptcy, reorganization, or insolvency proceedings against the Borrower without the prior written consent of the other party. 7. Governing Law. 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. The parties hereto consent to the jurisdiction of any Federal or State court having jurisdiction within the County of Santa Clara, California, submits to venue in such jurisdiction, and also consents to service of process by any means authorized by Federal law or the law of the State of California. 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 jurisdiction or the United States District Court for such jurisdiction, 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. 6. Notices. All notices given under this Subordination Agreement shall be in writing and be given by personal delivery, overnight receipted courier (such as Airborne, UPS, or Federal Express) or by registered or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Notices shall be effective upon the first to occur of receipt, when proper delivery is refused, or the expiration of forty-eight (48) hours after deposit in registered or certified United States mail as described above. Addresses for notice may be changed by any party by notice to any other party in accordance with this Section. 9. Counterparts. This Subordination Agreement may be executed in counterparts, and all counterparts constitute but one and the same document. Page 4 of 8 REV: 05-29-19 VR ATTY/AGR.2019.158/Redwood Oaks Associates 11 LP - HIP—City-Sponsor Subordination