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Priority and Subordination Agreement 12 Teanaway Court <br />Indebtedness had not been made, but if all of the Property shall have been reconveyed of record <br />from the lien of the Senior Deed of Trust, such reinstatement shall not impose liability for action <br />taken or omitted by any person without notice thereof. <br />f. In addition to the limitations set forth above, Subordinate Lender agrees that, in <br />the aggregate, the Subordinate Indebtedness will be payable solely from not more than 75% of <br />Surplus Cash while the Senior Indebtedness remains outstanding. <br />4. SUBORDINATION OF SUBORDINATE LOAN DOCUMENTS. <br />a. The Subordinate Deed of Trust and each of the other Subordinate Loan <br />Documents, as they affect the Property and the Partnership’s interest therein, <br />are, and shall at all times remain, subject and subordinate in all respects to the <br />Senior Deed of Trust and the other Senior Loan Documents, provided, that so <br />long as the Subordinate Deed of Trust encumbers the Property, the Subordinate <br />Lender shall retain the right to enforce its Subordinate Loan Documents except <br />as restricted by the terms of this Agreement. <br />b. The subordination of the Subordinate Loan Documents shall apply and continue <br />notwithstanding (i) the actual date and time of execution, delivery, recording, <br />filing or perfection of the Senior Deed of Trust and other Senior Loan <br />Documents and of any Subordinate Deed of Trust and other Subordinate Loan <br />Documents, (ii) the availability of any collateral to the Senior Lender, including <br />the availability of any collateral other than the Property. <br />c. All rights and claims of the Subordinate Lender under its Subordinate Loan <br />Documents in or to the Property or any portion thereof, the proceeds thereof, the <br />Leases thereof, the Rents, issues and profits therefrom, and the Loss Proceeds <br />payable with respect thereto, are expressly subject and subordinate in all respects <br />to the rights and claims of the Senior Lender under the Senior Loan Documents <br />in and to the Property or any portion thereof, the proceeds thereof, the Leases <br />thereof, the Rents, issues and profits therefrom, and the Loss Proceeds payable <br />with respect thereto. <br />d. If the Subordinate Lender, by indemnification, subrogation or otherwise, shall <br />acquire any lien, estate, right or other interest in any of the Property, that lien, <br />estate, right or other interest shall be fully subject and subordinate to the receipt <br />by the Senior Lender of payment in full of the Senior Indebtedness, and to the <br />Senior Loan Documents, to the same extent as the Subordinate Indebtedness and <br />the Subordinate Loan Documents are subordinate pursuant to this Agreement. <br />5. ADDITIONAL REPRESENTATIONS AND COVENANTS. <br />a. The Subordinate Lender represents and warrants, as to itself only and for the <br />benefit of Senior Lender, that, as of the date of this Agreement, (i) it is now the