RecDoc 2021-146163 Subordination Agreement 353 Main Street

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AGREEMENT Subordination to City Regulatoa Agreement. (a) The City Regulatory Agreement shall unconditionally be and remain at all times a lien, claim, or charge on the Development prior and superior to the County Loan Documents and the Authority Loan Documents, and to all rights and privileges of the County and Housing Authority (collectively, the "Junior Lienholders") thereunder; and the County Loan Documents and the Authority Loan Documents, together with all rights and privileges of the Junior Lienholders thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the City Regulatory Agreement. (b) Junior Lienholders declare, agree and acknowledge that the Junior Lienholders consent to and approve all provisions of the County Loan Documents. Junior Lienholders hereby waive any and all rights of consent or approval with regard to any immaterial matters covered by or under the terms of the City Loan Documents. (c) City must obtain prior consent from Junior Lienholders, who shall not unreasonably withhold consent for extensions of the term of the City Loan, advancing payments for taxes, insurance or other necessary expenses to maintain security of the Property. Notwithstanding any provision of this Agreement to the contrary, any reference herein to the "City Deed of Trust," "City Loan Documents" or "City Note" is deemed to include and refer to any renewal, replacement, amendment, modification, refinancing, extension, substitution or consolidation thereof whether by the City, any successor or assign of the City, or any other person or entity. 2. Reports and Accounting of Residual Recei ts. In connection with all reports and income certifications required under Article 3 of the City Regulatory Agreement, Borrower hereby agrees to furnish copies of all materials submitted to the City to the Junior Lienholders, at the same time Borrower furnishes those materials to the City. Notice of Default. (a) The County, Housing Authority and the City shall each notify the other promptly upon declaring a default or learning of the occurrence of any material event of default, or any event which with the lapse of time would become a material event of default, under their respective documents and each shall send copies of any and all notices sent or received in connection with their respective loan documents. (b) Junior Lienholders hereby grant to the City the right, but not the obligation, to cure any default under the County Loan Documents and Housing Authority Loan Documents, respectively, and the Junior Lienholders also agree to accept all such performance by the City. REV: 11-30-2020 PR ATTY/AGR.2020.275/ROEM (Page 3 of 15)