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<br /> <br />Subordination Agreement (City of Santa Ana) Form 6456 Page 7 <br />Fannie Mae 08-13 © 2013 Fannie Mae <br /> [Crossroads at Washington] <br />4870-7010-6914v.2 0017787-000542 <br />shall terminate, and Senior Lender shall have no right to any subsequent payments made to <br />Subordinate Lender by Borrower prior to Subordinate Lender’s receipt of a new Default Notice <br />from Senior Lender in accordance with the provisions of this Section 6(d). <br />(e) Remitting Subordinate Loan Payments to Senior Lender. <br />If, after Subordinate Lender receives a Default Notice from Senior Lender in accordance <br />with Section 6(d), Subordinate Lender receives any payments under the Subordinate Loan <br />Documents, Subordinate Lender agrees that such payment or other distribution will be received <br />and held in trust for Senior Lender and unless Senior Lender otherwise notifies Subordinate Lender <br />in writing, will be promptly remitted, in kind to Senior Lender, properly endorsed to Senior Lender, <br />to be applied to the principal of, interest on and other amounts due under the Senior Loan <br />Documents in accordance with the provisions of the Senior Loan Documents. By executing this <br />Agreement, Borrower specifically authorizes Subordinate Lender to endorse and remit any such <br />payments to Senior Lender, and specifically waives any and all rights to have such payments <br />returned to Borrower or credited against the Subordinate Loans. Borrower and Senior Lender <br />acknowledge and agree that payments received by Subordinate Lender, and remitted to Senior <br />Lender under this Section 6, shall not be applied or otherwise credited against the Subordinate <br />Loans, nor shall the tender of such payment to Senior Lender waive any Subordinate Loan Default <br />which may arise from the inability of Subordinate Lender to retain such payment or ap ply such <br />payment to the Subordinate Loans. <br />(f) Notice of Payment from Other Persons. <br />Subordinate Lender agrees to notify (telephonically or via email, followed by written <br />notice) Senior Lender of Subordinate Lender’s receipt from any Person other than Borrower of a <br />payment with respect to Borrower’s obligations under the Subordinate Loan Documents, promptly <br />after Subordinate Lender obtains knowledge of such payment. <br />(g) Agreement Not to Commence Bankruptcy Proceeding. <br />Subordinate Lender agrees that during the term of this Agreement it will not commence, <br />or join with any other creditor in commencing any bankruptcy, reorganization, arrangement, <br />insolvency or liquidation proceedings against or with respect to Borrower, without Senior Lender’s <br />prior written consent. <br />7. Default Under Subordinate Loan Documents or Unsubordinated City Regulatory <br />Agreements. <br />(a) Notice of Subordinate Loan Default and Cure Rights. <br />During the term of this Agreement, Subordinate Lender shall deliver to Senior Lender a <br />Default Notice within five (5) Business Days in each case where Subordinate Lender has given a <br />Default Notice to Borrower. Failure of Subordinate Lender to send a Default Notice to Senior <br />Lender shall not prevent the exercise of Subordinate Lender’s rights and remedies under the <br />Subordinate Loan Documents or the Unsubordinated City Regulatory Agreements, as appliable, <br />EXHIBIT 7