80A - HOUSING AND SUBORDINATION LOANS

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EXHIBIT 5 Subordinating Party's Security Documents to the lien and effect of one (1) or more deeds of trust encumbering the Project in an amount not to exceed //![$8,800,000]1//. 8. RECEIPT AND APPLICATION OF INSURANCE PROCEEDS AND CONDEMNATION AWARDS: RECEIPT AND APPLICATION OF PROCEEDS FROM BONDS. (a) Receipt and Application of Insurance Proceeds and Condemnation Awards. Notwithstanding anything stated to the contrary in any of Subordinating Partys Security Documents, so long as the Deed of Trust continues to encumber all or portions of the Project, all Insurance proceeds that may become available from time to time as a result of damage or destruction to all or portions of the Improvements and all condemnation awards that may become available from time to time as a result of the condemnation of all or portions of the Project shall be held by Bank, disbursed by Bank and applied by Bank in accordance with the terms and conditions of the Deed of Trust and the other the Borrower Loan Documents and Subordinating Party shall have no right to hold, disburse or apply any of such proceeds and/or awards. Without limiting the generality of the foregoing, the Bank shall have all approval, consent and oversight rights in connection with any Insurance claims or condemnation proceedings related to the Property and any decision regarding the use of insurance proceeds after a casualty loss or condemnation awards and Subordinating Party shall have no right to object to any such action or approval taken by Bank and shall consent thereto and be bound thereby. Subordinating Party shall execute such documents as Bank may require from time to time in order to assure compliance with the provisions of this Paragraph 8(a). (b) Receipt and Application of Proceeds from Bonds. With respect to all labor and material bonds and/or completion bonds that are Issued from time to time to assure payment and completion of the Improvements and which name Governmental Lender, Bank and Subordinating Parry (or any other party) as dual obligees, all proceeds that may become available from time to time under such bonds shall be held by Bank and disbursed by Bank and Subordinating Party shall have no right to hold or disburse any of such proceeds. Subordinating Parry shall execute such documents as Bank may require from time to time In order to assure compliance with the provisions of this Paragraph 8(b). 9. NOTICES. Any notice, demand or request required or permitted to be delivered hereunder shall be deemed to have been duly and properly given at the time of such delivery if personally delivered (which shall include (1) delivery by means of professional overnight courier service which confirms receipt in writing and (It) transmission by telecopier or telefacslmlle machine capable of confirming transmission and receipt), or if mailed, forty-eight (48) hours after deposit In United States registered or certified mall, postage prepaid, return receipt requested, addressed to Subordinating Party, Governmental Lender or Bank, as the case may be, at their addresses set forth above, 10. ENTIRE AGREEMENT. This Agreement shall be the whole and only agreement with respect to the subordination of the effect of Subordinating Party's Security Documents to the lien or charge of the Deed of Trust and all disbursements and advances made thereunder, and shall supersede and cancel any prior agreements as to such subordination, including without limitation any provisions contained in Subordinating Party s Security Documents that provide for the subordination of the effect thereof to one or more deeds of trust. 11. JVALS AND ACKNOWLEDGEMENTS. Subordinating Party hereby agrees and acknowledges as follows: (a) For purposes of this Agreement, Subordinating Parry acknowledges that Subordinating Parry has been provided the opportunity to review the Borrower Loan Documents before executing this Agreement; (b) Governmental Lender and Bank, In making disbursements pursuant to the Borrower Loan Agreement, are under no obligation or duty to insure, nor has Governmental Lender or Bank represented that it will insure, the proper application of such proceeds by the person(s) to whom -5- 4825-9439-0424v.3 0096250-000020 80A-267