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Priority and Subordination Agreement 22 Teanaway Court 7. REFINANCE a. Each Subordinate Lender agrees that it consents to a refinancing of the Bond Loan and Taxable Loan and that upon such refinancing its liens, rights and interests pursuant to their respective loan documents, shall retain its relative priority and be subject to the same limitations set forth in this Agreement in the event of any refinancing upon maturity of the Bond Loan or Taxable Loan (without regard to the source/lender of any such refinancing) provided that the principal amount of any obligation incurred in connection with such refinancing does not exceed one hundred percent (100%) of the then outstanding principal loan amount under the Bond Loan or Taxable Loan, as applicable, plus ordinary and customary refinancing fees and costs, or such higher amount to the extent necessary to refinance the Bond Loan or Taxable Loan, as applicable, to enable the Project to achieve a 1.15 debt coverage ratio, which may include a restructuring of repayment terms. It is the intention of the Parties that no further priority agreements or subordination agreements shall be required to establish such lien priority; however, the Parties acknowledge and agree that to the extent such subordination or priority agreements are required by such refinance lender in order to provide the refinance lender with the same lien position as identified herein, the Parties shall execute a subordination agreement substantially in the form of this Agreement or such other reasonable subordination agreement provided that such agreement contains reasonable rights to notice and opportunity to cure defaults of such loan to the County and Commerce. 8. MISCELLANEOUS PROVISIONS. a. In the event of any conflict or inconsistency between the terms of the Subordinate Loan Documents and the terms of this Agreement, the terms of this Agreement shall control: (i) the relative priority of the security interests of the Lenders in the Property, (ii) the timing of the exercise of remedies by the Lenders under their respective loan documents, and (iii) all other rights and obligations that the Lenders have agreed to pursuant to this Agreement. b. Except as otherwise provided in Section 8(r) below: (i) this Agreement comprises the entire agreement among the Parties with respect to the priority of each Party’s liens upon and other rights and interests in the Property, and (ii) all prior understandings or agreements on that subject are superseded hereby. c. This Agreement shall be binding upon the Parties hereto and their respective successors in interest and assigns. This Agreement shall inure to the benefit of the Lenders and their respective successors in interest and assigns. No person other than the Parties and their respective successors in interest and assigns will be entitled to any benefits under this Agreement, whether as a third-party beneficiary or otherwise. No covenant of any Party herein is for the benefit of Sponsor, a General Partner or the Partnership.