80A - HOUSING AND SUBORDINATION LOANS

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EXHIBIT 6 the Borrower Loan to cover a portion of the cost of constructing the Improvements and certain other costs related thereto, which Borrower Loan is evidenced by the Borrower Note, made by Borrower to the order of Governmental Lender, and secured by, among other things, the Deed of Trust, executed by Borrower for the benefit of Governmental Lender and Bank, and encumbering the Property and all Improvements to be constructed thereon. The Borrower Loan Agreement, the Borrower Note, the Deed of Trust and all other documents evidencing, securing or pertaining to the Borrower Loan are sometimes hereinafter collectively referred to as the "Borrower Loan Documents". All right, title and Interest of Governmental Lender with respect to the Borrower Loan and the Borrower Loan Documents have been assigned to Bank. E. As a condition precedentto Governmental Lender's and Bank's making the Borrower Loan, Governmental Lender and Bank requires that the Deed of Trust shall unconditionally be and remain at all times a lien or charge upon the Project which Is prior and superior to the liens or charges of Subordinating Party's Security Documents (but not to the Restrictions, other than Sections and of the Restrictions). NOW, THEREFORE, in consideration of Governmental Lender's and Bank's making the Borrower Loan to Borrower, and In consideration of the mutual promises and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and In order to induce Governmental Lender and Bank to make the Borrower Loan to Borrower, the parties to this Agreement do hereby agree as follows: 1. SUBORDINATION OF SUBORDINATING PARTY'S SECURITY DOCUMENTS. The Deed of Trust, and any and all renewals or extensions thereof and all amendments and modifications hereafter made thereto, and any and all disbursements made by Governmental Lender to or for the account or benefit of Borrower the repayment of which is secured thereunder, shall unconditionally be and remain at all times a lien or charge against the Project that is prior and superior to the liens or charges of Subordinating Party's Security Documents (but not to the Restrictions, other than Sections and of the Restrictions), to the same extent and purpose as though Subordinating Party's Security Documents had been executed and recorded subsequent to the recording of the Deed of Trust and the making of each disbursement or advance made by Governmental Lender to Borrower the repayment of which Is secured by the Deed of Trust, regardless of whether Borrower, at the time of any such disbursement or advance, may have been In default under the Borrower Loan Agreement, the Deed of Trust, or any of the other the Borrower Loan Documents and regardless of whether Governmental Lender was obligated to make any such disbursement or advance. Notwithstanding the foregoing, Governmental Lender and Bank shall not amend or modify the terms of the Borrower Loan and/or the Borrower Loan Documents without the prior written consent of the Subordinating Party if such amendment or modification has the effect of: (1) Increasing or decreasing the amount of the Borrower Loan, except In the case of sums advanced by Governmental Lender or Bank In exercising their rights and remedies under the Borrower Loan Documents or as otherwise provided In Paragraph 2 of this Agreement; (il) Increasing the annual interest rate(s), including the default rate, above the rate(s) described in the Borrower Note; (iii) modifying the maturity date to be sooner than the stated maturity date of the Borrower Note; or (iv) having a materially adverse effect on Subordinating Party. For the avoidance of doubt, the Restrictions, except Sections and of the Restrictions, shall at all times be prior and superior to the Deed of Trust 2. ALL DISBURSEMENTS UNDER THE BORROWER LOAN SECURED BY THE DEED OF TRUST. Notwithstanding anything to the contrary set forth in the Borrower Loan Agreement or any other agreement among Governmental Lender, Bank and Borrowerwith respect to the disbursement of all or any portions of the proceeds of the Borrower Loan, any and all disbursements made by Governmental Lender to or for the account or benefit of Borrower or the Project In connection with the following, whether or not Governmental Lender is obligated to make such disbursements pursuant to the Borrower Loan Documents: (a) any costs or expenses incurred in complying with any laws, rules, regulations, or statutes or any directives of any governmental agencies or authorities having or exercising jurisdiction over the Project; (b) any sums advanced to pay for the cost of completing the construction of the Project, Project cost overruns and/or to lease -up and stabilize the Project made by Governmental Lender or Bank; and (c) any sums advanced by Governmental Lender or Bank for the payment of real estate taxes or assessments or Insurance premiums, or any other sums advanced or obligations incurred by Governmental Lender or Bank -2- 4820-2714-2560v.4 0096250-000020 F- ' • • I