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20, 2021, recorded on April 28, 2021 in the Official Records as Instrument No. 2021000285574 <br />("Affordability Restrictions"). A requirement of the Junior Loan is that the Affordability Restrictions <br />have senior priority among the Recorded Items, as defined below. The Parties hereto desire to enter <br />into this Agreement for the purpose of complying with this requirement of the Junior Loan, and the <br />agreement to comply with this requirement of the Junior Loan constitutes consideration for entering <br />into this Agreement. <br />D. The Bond Regulatory Agreement, the Bank Deed of Trust, the Bank UCC, the Junior <br />Deed of Trust and the Affordability Restrictions are referred to as the "Recorded Items." <br />E. It is the intent of the Parties that the order of priority of the Recorded Items as liens <br />on or charges against the Property be as follows: <br />1. Affordability Restrictions <br />2. Bond Regulatory Agreement <br />3. Bank Deed of Trust <br />4. Bank UCC <br />5. Junior Deed of Trust <br />E. It is a condition precedent to the respective obligations of each Party under the <br />Recorded Items to which it is a party that such Recorded Item unconditionally be and remain at all <br />times a lien or charge on the Property, having priority with respect to the other Recorded Items in the <br />order set forth above, and that each Party specifically and unconditionally subordinate the lien or <br />charge of each of the Recorded Items to which it is a party as necessary in order that the Recorded <br />Items have the relative priority set forth above. <br />In consideration of the mutual benefits accruing to the Parties and other valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as <br />follows: <br />AGREEMENT <br />Priority and Subordination. <br />(a) Each Recorded Item, and any and all amendments, replacements, renewals <br />and extensions thereof, shall unconditionally be and remain at all times a lien or charge on the <br />Property, having the relative priority with respect to the other Recorded Items as set forth above. <br />Each Party intentionally and unconditionally waives, relinquishes and subordinates the lien or charge <br />of the Recorded Items, except the Affordability Restrictions, to which it is a party in favor ofthe lien <br />or charge upon the Property of the other Recorded Items to the extent necessary so that the Recorded <br />Items shall have the relative priority set forth above. Notwithstanding anything to the contrary <br />herein, the Affordability Restrictions are not subordinated by this Agreement. <br />—3— <br />Subordination Agreement (City Loan) North Harbor Village <br />4865-1649-6244, v. 5 <br />