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Priority and Subordination Agreement 24 Teanaway Court <br />i. The term of this Agreement shall commence on the date hereof and shall <br />continue so long as any two or more of the Loan Documents remains a lien or <br />encumbrance of record on the Property, or any part thereof, but the rights and <br />obligations of the Senior Lender hereunder shall terminate upon the full <br />reconveyance of the Property from the Senior Deed of Trust; provided that this <br />Agreement shall be reinstated, or the rights of the Senior Lender hereunder <br />reinstated, as applicable, in the event any payment on account of the Senior <br />Indebtedness is avoided, set aside, rescinded or repaid by the Senior Lender as <br />described in Section 3(e) hereof, but such reinstatement shall not impose liability <br />for action taken or omitted by any person without notice thereof. <br />j. No failure or delay on the part of any Party hereto in exercising any right, power <br />or remedy hereunder shall operate as a waiver thereof, nor shall any single or <br />partial exercise of any such right, power or remedy preclude any other or further <br />exercise thereof or the exercise of any other right, power or remedy hereunder. <br />k. Each Party hereto acknowledges that in the event any Party fails to comply with <br />its obligations hereunder, the other Parties shall have all rights available at law <br />and in equity, including the right to obtain specific performance of the <br />obligations of such defaulting party and injunctive relief. No rights or remedies <br />are hereby granted to Partnership except as may be expressly set forth above. <br />l. Nothing in this Agreement is intended, nor shall it be construed, to in any way <br />limit the exercise by the Subordinate Lender of its governmental powers <br />(including but not limited to police, regulatory and taxing powers), or its powers <br />as a public utility, with respect to the Partnership, any Lender, any other person, <br />or the Property, nor to affect any liens, rights or interests in the Property arising <br />pursuant to those powers or the exercise thereof. <br />m. No amendment, supplement, modification, waiver or termination of this <br />Agreement shall be effective against any Party unless such amendment, <br />supplement, modification, waiver or termination is contained in a writing signed <br />by such Party. <br />n. Each Party acknowledges for the benefit of each other Party that it is entering <br />into this Agreement and the transactions described herein based on its <br />independent investigations and without reliance upon representations or <br />information from any other Party or its officers, employees or counsel. Based <br />on such documents and information as deemed appropriate by each Party, that <br />Party has made its own independent investigation of all matters relating to its <br />restrictive covenants, loan or credit enhancement and its documents, including, <br />without limitation, the value of the collateral given as security and the <br />creditworthiness of the Partnership and any guarantor. Each Party acknowledges <br />that any statements, representations, warranties, covenants or undertakings by <br />Partnership, Sponsor and any guarantor are not made on behalf of any other