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Priority and Subordination Agreement 11 Teanaway Court
<br />amounts secured by the Senior Deed of Trust are past due, the Subordinate Lender may receive
<br />and retain regularly scheduled payments on the Subordinate Indebtedness to the same extent as
<br />if there had been no notice of Senior Loan Default. The Subordinate Lender acknowledges that
<br />a Subordinate Loan Default may constitute a Senior Loan Default.
<br />c. If (i) the Subordinate Lender receives any payment, property, or asset of any
<br />kind or in any form on account of its Subordinate Indebtedness (including, without limitation,
<br />any proceeds from any Enforcement Action) contrary to the terms of subsection (b) of this
<br />Section 3, or (ii) the Subordinate Lender receives, voluntarily or involuntarily, by operation of
<br />law or otherwise, any payment, property, or asset in or in connection with any Bankruptcy
<br />Proceeding contrary to subsection (b) of this Section 3, such payment, property, or asset will be
<br />received and held in trust for the Senior Lender to the extent permitted by applicable law. The
<br />Subordinate Lender will promptly remit in kind, and properly endorse as necessary, all such
<br />payments, properties, and assets to the Senior Lender. The Senior Lender receiving the
<br />payments, assets or property shall apply any payment, asset, or property so received from the
<br />Subordinate Lender to its Senior Indebtedness in such order, amount (with respect to any asset
<br />or property other than immediately available funds), and manner as the Senior Lender shall
<br />determine in its sole and absolute discretion. Any other provision herein notwithstanding, the
<br />obligation of the Subordinate Lender to make any payment pursuant to this Section shall be
<br />limited to the amounts available for such payment under appropriations then in effect, if
<br />applicable, and the obligation to deliver and convey any other assets or property shall be subject
<br />to any restrictions under then applicable law. In case of any dispute or uncertainty as to the
<br />identity of the Senior Lender or the holder of the rights thereof hereunder, the Subordinate
<br />Lender may implead any such payment or delivery to the registry of a court of competent
<br />jurisdiction in accordance with applicable law, and shall then be fully absolved of any further
<br />responsibility therefor.
<br />d. Without limiting the complete subordination of the Subordinate Indebtedness to
<br />the payment in full of the Senior Indebtedness, in any Bankruptcy Proceeding, upon any
<br />payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) the
<br />Senior Indebtedness shall first be paid in full in cash (in the order and priority set forth in
<br />Section 2(b)) before the Subordinate Lender shall be entitled to receive any payment or other
<br />distribution on account of or in respect of the Subordinate Indebtedness, and (ii) until all of the
<br />Senior Indebtedness is paid in full in cash, any payment or distribution to which the Subordinate
<br />Lender would be entitled but for this Agreement (whether in cash, property, or other assets)
<br />shall be made to the Senior Lender.
<br />e. The subordination of the Subordinate Indebtedness shall continue in the event
<br />that any payment under the Senior Loan Documents (whether by or on behalf of the Partnership,
<br />as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason
<br />repaid or returned to the Partnership or its insolvent estate, or avoided, set aside or required to
<br />be paid to the Partnership, a trustee, receiver or other similar party under any bankruptcy,
<br />insolvency, receivership or similar law. In such event, the Senior Indebtedness or part thereof
<br />originally intended to be satisfied shall be deemed to be reinstated and outstanding to the extent
<br />of any repayment, return, or other action, as if such payment on account of the Senior
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