ORANGE COUNTY HOUSING FINANCE TRUST (2)

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completion of the foreclosure sale), any guaranty (subject to any notice and cure provisions contained therein), and/or any other City Loan Document. It is the express intent of the parties hereunder that City shall have the right to pursue all rights and remedies except completion of a Foreclosure Remedy without liability to OCHFT for failure to provide notice to OCHFT, and that the City's liability hereunder shall be expressly limited to actual damages to OCHFT directly caused by the City's completion of a Foreclosure Remedy without OCHFT receiving the notice and opportunity to cure described above. Except as specifically provided herein, or otherwise agreed in writing, City's failure to give any such notice for any reason shall not act to impair or waive any remedy or right of City under this Subordination Agreement or any of the City Loan Documents. 3.3 Exercise of Cure Rights. With respect to the exercise of the cure rights provided in Section 3.2 above, the following shall apply: (a) Each Notice Party, whether OCHFT or City, shall have the right, but not the obligation, to elect to cure the Noticed Defaults by giving the Defaulted Lender written notice of its intention to cure the Noticed Defaults within the Cure Period and thereafter curing all Noticed Defaults within the Cure Period. (b) If a cure of all the Noticed Defaults is completed within the Cure Period, the Defaulted Lender will rescind any notice of default recorded and request dismissal of any receiver who has been appointed, after reimbursement of all of Defaulted Lender's costs, including, without limitation, reasonable attorneys' fees and costs. (c) Following the timely cure of all Noticed Defaults by a Notice Party, the Defaulted Lender will not exercise its right to accelerate (or will de -accelerate) the amounts due under the 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 OCHFT Loan Documents or the City Loan Documents, including, without limitation, any covenant against creating or recording any liens or encumbrances against the Property without OCHFT's or City's prior written approval, and any acceleration clause in the OCHFT Deed of Trust and/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 City Deed of Trust to the OCHFT Deed of Trust. This Subordination Agreement may not be modified or amended except by a written agreement signed by the party 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 OCHFT in any other respect at any other time.