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the City /HOME Loan Deed of Trust, and the Agency Loan Deed of Trust provide a means of enforcement by the City, Authority and the Successor Agency if Vista Del Rio is in breach of its obligations hereunder and thereunder, including liens on the Property, deed restrictions and covenants running with the land [24 CFR 92.504 (c) (13)]. 19. SUBORDINATION OF AFFORDABILITY RESTRICTIONS. In the event the Executive Director finds that an economically feasible method of financing for the construction and operation of the Project without the subordination of the Affordability Restrictions is not reasonably available, Executive Director may agree to subordinate the covenants contained in the Affordability Restrictions to the Senior Loan and /or the Tax Credit Regulatory Agreement, subject to the terms of this Section 19. Each and any subordination agreement evidencing or affirming Successor Agency's, Authority's and City's subordination of the Affordability Restrictions entered into by Successor Agency, Authority, and /or City shall contain written commitments which the Executive Director finds are reasonably designed to protect Successor Agency's, Authority's and City's investment in the Project in the event of default; any such subordination agreement(s) shall contain contractual obligation of such Senior Lender to include, without limitation, the following: (a) concurrent delivery to Successor Agency, Authority, and City of a true copy of each and any notice provided by the Senior Lender for the Project to Vista Del Rio (as its borrower) during the term of the Senior Loan for the Project; (b) a reasonably extended cure period and right to Successor Agency, Authority, and City to cure and assume the Senior Loan, and /or other senior lien(s) for the Project upon the same terms applicable to the approved financing to Vista Del Rio pursuant to the loan documents applicable thereto with such right, but with no obligation, to the Successor Agency, Authority, and City being available both from the date of issuance of any notice of default through and after the recordation of a formal Notice of Default by the Senior Lender for the Project pursuant to applicable California Code of Civil Procedure foreclosure requirements, and (c) a right of Successor Agency, Authority, and City to cure a default on each of the senior loan(s) for the Project prior to foreclosure and after recordation of a Notice of Default pursuant to applicable California Code of Civil Procedure requirements; and such cure rights may also include: (1) a right of Successor Agency, Authority, and City to negotiate with the Senior Lender(s) for the Project after notice of default from the Senior Lender(s) and prior to foreclosure, (2) an agreement that if prior to foreclosure of the Senior Loan for the Project, Successor Agency, Authority, or City takes title to the Property and cures the default on the senior loan(s) for the Project, the Senior Lender(s) will not exercise any right it may have to accelerate the Senior Loan by reason of the transfer of title to Successor Agency, Authority, or City, and (3) a right of Successor Agency, Authority, and City to acquire Vista Del Rio's interest in the Property from Vista Del Rio at any time after a material default on the Senior Loan for the Project. [Signatures appear on following pages.] B -20 DOCSOC/1 47522 1 v10/200272 -0004