80A - HOUSING AND SUBORDINATION LOANS

Home Browse Search

EXHIBIT 5 Governmental Lender or Bank disburses such proceeds, and any application or use of such proceeds for purposes other than as provided in any such agreement shall not defeat or render invalid, in whole or in part, the subordination provided for in this Agreement; (c) Governmental Lender and Bank have not made any warranty or representation of any kind or nature whatsoever to Subordinating Party with respect to (i) the application of the proceeds of the Borrower Loan being made by Governmental Lender to Borrower upon the security of the Deed of Trust, (11) the value of the Property, the Improvements to be constructed thereon pursuant to the Borrower Loan Agreement, or the marketability or value thereof upon completion of such construction, or (it!) the ability of Borrower to honor Its covenants and agreements with Governmental Lender, Bank or Subordinating Party; (d) Governmental Lender's and/or Bank's release of any security for the Borrower Loan, including, without limitation, the reconveyance of any portion(s) of the Project from the lien of the Deed of Trust shall not constitute a waiver or relinquishment of Subordinating Party's unconditional subordination of the liens or charges of Subordinating Parry's Security Documents against the Project to the lien or charge of the Deed of Trust; (a) Governmental Lender would not make the Borrower Loan to Borrower absent the execution of this Agreement by Subordinating Party; (f) Governmental Lender and Bank have no duty to disclose to Subordinating Party any facts Governmental Lender or Bank may now know or hereafter know about Borrower or the partners or successors of Borrower, regardless of whether (1) Governmental Lender or Bank has reason to believe that any such facts may Increase materially the risk beyond that which Subordinating Party Intends to assume, (ii) Governmental Lender or Bank may have reason to believe that such facts are unknown to Subordinating Party, or (III) Governmental Lender or Bank has a reasonable opportunity to communicate such facts to Subordinating Party, it being understood and agreed that Subordinating Party is fully responsible for being and keeping Informed of the financial condition of Borrower and/or any partners or successors of Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of Borrower to Governmental Lender described in this Agreement; (g) Subordinating Party has made such independent legal and factual inquiries and examinations as Subordinating Party deems necessary or desirable, and Subordinating Party has relied solely on said independent inquiries and examinations In entering into this Agreement; (h) The Subordinating Party's Loan Documents as described in Exhibit V attached hereto are all of the documents evidencing, securing or pertaining to Subordinating Partys Loan, true, correct and complete copies thereof have been delivered to Bank and the Subordinating Parry's Loan Documents have not been amended or modified except as reflected thereon; (1) As of the date set forth above, the Subordinating Party has no offset, defense, deduction or claim against Borrower under any of the Subordinating Party's Loan Documents, Borrower is not in default under any of the Subordinating Parry's Loan Documents and the Subordinating Party knows of no event that has occurred or is continuing which, with the passage of time or the giving of notice, or both would constitute a default under any of the Subordinating Party's Loan Documents; 0) Each and every covenant, condition and obligation contained in the Subordinating Parry's Loan Documents required to be performed or satisfied as of the date hereof, and each and every matter required to be approved the Subordinating Party as of the date hereof, has been satisfied and/or approved and/or waived as applicable, Including, without limitation, all conditions precedent to Borrower's right to commence construction of the Improvements, all of which conditions have been satisfied and/or approved and/or waived, as applicable, as of the date set forth above; -8- 4825-9439-0424v.3 0096250-000020 FOOTITMKTIOI