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<br /> <br />Subordination Agreement (City of Santa Ana) Form 6456 Page 8 <br />Fannie Mae 08-13 © 2013 Fannie Mae <br /> [Crossroads at Washington] <br />4870-7010-6914v.2 0017787-000542 <br />subject to the provisions of this Agreement. Senior Lender shall have the right, but not the <br />obligation, to cure any Subordinate Loan Default or any default under any Unsubordinated City <br />Regulatory Agreement within sixty (60) days following the date of such notice; provided, however <br />that Subordinate Lender shall be entitled, during such sixty (60) day period, to continue to pursue <br />its rights and remedies under the Subordinate Loan Documents or the Unsubordinated City <br />Regulatory Agreements, as applicable, to the extent permitted under Section 7(b). All amounts <br />paid by Senior Lender in accordance with the Senior Loan Documents to cure a Subordinate Loan <br />Default or a default under any Unsubordinated City Regulatory Agreement shall be deemed to <br />have been advanced by Senior Lender pursuant to, and shall be secured by, the Senior Loan <br />Agreement and the Senior Security Instrument. <br />(b) Subordinate Lender’s Agreement to Standstill. <br /> If a Subordinate Loan Default or a default under any Unsubordinated City Regulatory <br />Agreement occurs and is continuing, the Subordinate Lender agrees that, without the Senior Lender’s <br />prior written consent, it will not accelerate the Subordinate Loans, commence foreclosure proceedings <br />with respect to the Mortgaged Property, collect rents, appoint (or seek the appointment of) a receiver <br />or institute any other collection or enforcement action. <br />(c) Cross Default. <br />Borrower and Subordinate Lender agree that a Subordinate Loan Default and/or a default <br />under the any Unsubordinated City Regulatory Agreement shall constitute a Senior Loan Default <br />under the Senior Loan Documents and Senior Lender shall have the right to exercise all rights or <br />remedies under the Senior Loan Documents in the same manner as in the case of any other Senior <br />Loan Default. If Subordinate Lender notifies Senior Lender in writing that any Subordinate Loan <br />Default or of any default under any Unsubordinated City Regulatory Agreement of which Senior <br />Lender has received a Default Notice has been cured or waived, as determined by Subordinate <br />Lender in its sole discretion, then provided that Senior Lender has not conducted a sale of the <br />Mortgaged Property pursuant to its rights under the Senior Loan Documents, any Senior Loan <br />Default under the Senior Loan Documents arising solely from such Subordinate Loan Default or <br />default under any Unsubordinated City Regulatory Agreement shall be deemed cured, and the <br />Senior Loan shall be reinstated, provided, however, that Senior Lender shall not be required to <br />return or otherwise credit for the benefit of Borrower any default rate interest or other default <br />related charges or payments received by Senior Lender during such Senior Loan Default. <br />8. Default Under Senior Loan Documents. <br />(a) Notice of Senior Loan Default and Cure Rights. <br />Senior Lender shall deliver to Subordinate Lender a Default Notice within five (5) Business <br />Days in each case where Senior Lender has given a Default Notice to Borrower. Failure of Senior <br />Lender to send a Default Notice to Subordinate Lender shall not prevent the exercise of Senior <br />Lender’s rights and remedies under the Senior Loan Documents, subject to the provisions of this <br />Agreement. The Subordinate Lender shall have the right, but not the obligation, to cure any such <br />Senior Loan Default as provided below. Subordinate Lender shall have up to thirty (30) days from <br />EXHIBIT 7