80A - HOUSING AND SUBORDINATION LOANS

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EXHIBIT 5 (k) Under Subordinating Party's Loan Documents, Borrower is not obligated to commence construction of the Improvements until . 20_, and construction of the Improvements need not be completed until 20_, subject to extension for force majeure; (1) Notwithstanding anything stated to the contrary in the Subordinating Parry's Loan Documents, (i) the limited partner in Borrower shall have the right at any time and from time to time, without the approval or consent of the Subordinating Party, to assign, sell or otherwise transfer to any third party Its limited partnership Interest in Borrower, provided that Borrower provides notice to the Subordinating Party of such assignment, sale or transfer concurrently with such assignment, sale or transfer, and (11) the general partner in Borrower shall have the right, without the approval or consent of the Subordinating Party, to pledge or otherwise encumber Its partnership Interest in Borrower to Govemmental Lender and Bank and the foreclosure of such pledge by Governmental Lender or Bank shall not cause an event of default under the Subordinating Parry's Loan Documents; (m) Notwithstanding anything slated to the contrary In the Subordinating Party's Loan Documents, Subordinating Party's Interest in the plans and specifications and all data, drawings, contracts and agreements relating thereto and all contracts and agreements relating to the construction of the Improvements shall be subject and subordinate to Governmental Lender's and Bank's Interest in the same; (n) Notwithstanding anything stated to the contrary In the Subordinating Party's Loan Documents, Subordinating Party's rights in and to the leases and rents of the Property shall be subject and subordinate to the rights of Governmental Lender and Bank to same; and (o) Notwithstanding anything stated to the contrary in the Subordinating Parry's Loan Documents, the occurrence of an Event of Default under the Borrower Loan Documents shall not in and of itself constitute a default or an event of default under any of the Subordinating Party's Loan Documents unless the occurrence of such event shall constitute a separate default under the Subordinating Parry's Loan Documents. (p) The subordination of the Subordinating Partys Loan shall continue in the event that any payment with respect to any Borrower Loan Document (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) Is for any reason repaid or returned to Borrower or its Insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, a receiver or other similar party under any bankruptcy, insolvency or receivership or similar law under any bankruptcy, Insolvency, receivership or similar proceeding. In such event, the Borrower Loan or any part thereof originally Intended to be satisfied shall be deemed to be reinstated and outstanding to the extent of any repayment, return or other action, as If such payment on account of the Borrower Loan had not been made. (q) Subordinating Party shall not commence in or join with any other creditor In commencing any bankruptcy, insolvency, receivership or similar proceeding involving Borrower and Subordinating Party shall not initiate any action, motion or request in any such proceeding involving any other person or entity, which seeks the consolidation of some or all of the assets of Borrower into such proceeding. in the event of any such proceeding relating to Borrower or the Property or, in the event of any such proceeding relating to any other person or entity into which (notwithstanding the covenant in the first sentence of this clause) the assets or interests of Borrower are consolidated, then In either event, the Borrower Loan shall first be paid in full before Subordinating Party shall be entitled to receive or retain any payment or distribution with respect to the Subordinating Party s Loan. Subordinating Party agrees that (i) the Bank shall receive all payments and distributions of every kind or character In respect of the Subordinating Party's Loan to which the Subordinating Parry would otherwise be entitled, before the subordination provisions of this Agreement (including, without limitation, any payments or distributions during the pendency of any bankruptcy, insolvency, receivership or similar proceeding involving Borrower or the. Property) until the Borrower Loan is repaid in full, and (11) the subordination of the Subordinating Party's Loan and the Subordinating Party's Security Documents shall not be affected in any way by the Bank electing, under Section 1111(b) of the Federal Bankruptcy Code, to have its claim treated as being a fully secured claim. In addition, Subordinating Party hereby covenants and agrees that, in connection with -7- 4825-9439-0424v.3 0096250-000020 80A-269