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EXHIBIT 5
<br />of Governmental Lender, and secured by, among other things, the Deed of Trust, executed by Borrower
<br />for the benefit of Governmental Lender and Bank, and encumbering the Property and all Improvements to
<br />be constructed thereon. The Borrower Loan Agreement, the Borrower Note, the Deed of Trust and all other
<br />documents evidencing, securing or pertaining to the Borrower Loan are sometimes hereinafter collectively
<br />referred to as the "Borrower Loan Documents". All right, title and Interest of Governmental Lender with
<br />respect to the Borrower Loan and the Borrower Loan Documents have been assigned to Bank.
<br />E. As a condition precedent to Governmental Lender's and Bank's making the Borrower Loan,
<br />Governmental Lender and Bank requires that the Deed of Trust shall unconditionally be and remain at all
<br />Umes a lien or charge upon the Project which is prior and superior to the liens or charges of Subordinating
<br />Part's Security Documents (but not to the Restrictions, other than Sections 3.4 and 18 of the Restrictions).
<br />NOW, THEREFORE, in consideration of Governmental Lender's and Bank's making the Borrower
<br />Loan to Borrower, and In consideration of the mutual promises and agreements hereinafter contained and
<br />other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
<br />in order to induce Governmental Lender and Bank to make the Borrower Loan to Borrower, the parties to
<br />this Agreement do hereby agree as follows:
<br />1. SUBORDINATION OF SUBORDINATING PARTY'S SECURITY DOCUMENTS. The
<br />Deed of Trust, and any and all renewals or extensions thereof and all amendments and modifications
<br />hereafter made thereto, and any and all disbursements made by Governmental Lender to or for the account
<br />or benefit of Borrower the repayment of which Is secured thereunder, shall unconditionally be and remain
<br />at all times a lien or charge against the Project that is prior and superior to the liens or charges of
<br />Subordinating Parry's Security Documents (but not to the Restrictions, other than Sections 3.4 and 18 of
<br />the Restrictions), to the same extent and purpose as though Subordinating Party's Security Documents had
<br />been executed and recorded subsequent to the recording of the Deed of Trust and the making of each
<br />disbursement or advance made by Governmental Lender to Borrower the repayment of which Is secured
<br />by the Deed of Trust, regardless of whether Borrower, at the time of any such disbursement or advance,
<br />may have been in default under the Borrower Loan Agreement, the Deed of Trust, or any of the other the
<br />Borrower Loan Documents and regardless of whether Governmental Lender was obligated to make any
<br />such disbursement or advance. Notwithstanding the foregoing, Governmental Lender and Bank shall not
<br />amend or modify the terms of the Borrower Loan and/or the Borrower Loan Documents without the prior
<br />written consent of the Subordinating Party if such amendment or modification has the effect of: (1) increasing
<br />or decreasing the amount of the Borrower Loan, except in the case of sums advanced by Governmental
<br />Lender or Bank in exercising their rights and remedies under the Borrower Loan Documents or as otherwise
<br />provided in Paragraph 2 of this Agreement; (ii) Increasing the annual interest rate(s), including the default
<br />rate, above the rate(s) described in the Borrower Note; (Ili) modifying the maturity date to be sooner than
<br />the stated maturity date of the Borrower Note; or (iv) having a materially adverse effect on Subordinating
<br />Party. For the avoidance of doubt, the Restrictions, except Sections 3.4 and 18 of the Restrictions, shall at
<br />all times be prior and superior to the Deed of Trust
<br />2. ALL DISBURSEMENTS UNDER THE BORROWER LOAN SECURED BY THE DEED OF
<br />TRUST. Notwithstanding anything to the contrary set forth in the Borrower Loan Agreement or any other
<br />agreement among Governmental Lender, Bank and Borrower with respect to the disbursement of all or any
<br />portions of the proceeds of the Borrower Loan, any and all disbursements made by Governmental Lender
<br />to or for the account or benefit of Borrower or the Project in connection with the following, whether or not
<br />Governmental Lender is obligated to make such disbursements pursuant to the Borrower Loan Documents:
<br />(a) any costs or expenses Incurred in complying with any laws, rules, regulations, or statutes or any
<br />directives of any governmental agencies or authorities having or exercising jurisdiction over the Project; (b)
<br />any sums advanced to pay for the cost of completing the construction of the Project, Project cost overruns
<br />and/or to lease -up and stabilize the Project made by Governmental Lender or Bank; and (c) any sums
<br />advanced by Governmental Lender or Bank for the payment of real estate taxes or assessments or
<br />insurance premiums, or any other sums advanced or obligations Incurred by Governmental Lender or Bank
<br />in connection with the protection or preservation of any security given to Governmental Lender or Bank with
<br />respect to the Borrower Loan, Including, without IlmitaUon, interest thereon shall be deemed to be, and In
<br />all events shall be, secured by the Deed of Trust and, as so secured, and regardless of whether Borrower
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<br />4825-9439-0424v3 0096250-000020
<br />80A-264
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