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<br /> C. The Subordinated Note and the Subordinated Deed of Trust together with all of their
<br /> exhibits, the Modification Agreement, and all other documents which evidence, guaranty, secure, or
<br /> • otherwise pertain to, the Subordinated Loan, collectively constitute the "Subordinated Loan
<br /> Documents ".
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<br /> D. Pursuant to that certain Promissory Note dated as of f fdoruacti a, 2004 (the "Financing
<br /> Agreement "), and executed by Lender, Column Financial, Inc. (the "Lender ") land Borrower, Lender has
<br /> agreed to loan borrower the principal sum of Nine Million Eight Hundred Thousand and No /100 Dollars
<br /> (59,800,000).
<br /> E. Junior Lender and Borrower desire-that Lender loan the principal amount of up to Nine
<br /> Million Eight Hundred Thousand and No /100 Dollars ($9,800,000) (the "Loan ").
<br /> F. The Loan is evidenced by a promissory note (the "Note ") made payable to Lender in the
<br /> principal amount of the Loan. The Note is secured by a certain Deed of Trust with Assignment of Rents,
<br /> Security Agreement and Fixture Filing (the "Deed of Trust") covering certain real and personal property,
<br /> as therein described, including but not limited to the Property, being recorded concurrently herewith in the
<br /> Official Records. The Note, the Deed of Trust, this Subordination Agreement and all other documents
<br /> which evidence, guaranty, secure, or otherwise pertain to the Loan, collectively constitute the "Loan
<br /> Documents ". All capitalized terms used herein and not defined shall have the meanings set forth in the
<br /> Loan Agreement.
<br /> G. It is a material condition to Lender making the Loan to Borrower that (i) the Deed of Trust
<br /> unconditionally be and remain at all times a lien, claim, and charge upon the Property unconditionally
<br /> prior and superior to the liens, claims, and charges of the Subordinated Deed of Trust, and (ii) the
<br /> Subordinated Loan and Subordinated Loan Documents shall, at all times and in all respects, be wholly
<br /> subordinate and inferior in claim and right to the Loan and Loan Documents.
<br /> H. It is to the mutual benefit of the parties that Lender make the Loan to Borrower, and
<br /> Junior Lender is willing that the Deed of Trust constitute a lien, claim, and charge upon the Property
<br /> unconditionally prior and superior to the liens, claims, and charges of the Subordinated Deed of Trust,
<br /> and that the Subordinated Loan and Subordinated Loan Documents shall, at all times and in all respects,
<br /> be wholly subordinate and inferior in claim and right to the Loan and Loan Documents.
<br /> Agreement
<br /> 1. Subordination. The Loan Documents, and any and all renewals, modifications, extensions, or
<br /> future advances thereunder or secured thereby (including interest thereon), and any and all rights
<br /> thereunder, including, without limitation, all rights to payments thereunder, are unconditionally and will
<br /> remain at all times, a lien, claim, or charge on the Property prior and superior to the Subordinated Loan
<br /> Documents. The Subordinated Loan and Subordinated Loan Documents and all claims, rights and
<br /> remedies under the Subordinated Loan Documents (including, without limitation, in and to insurance and /or
<br /> condemnation proceeds) shall, at all times and in all respects, be wholly subordinate and inferior in claim and
<br /> right to the Loan and Loan Documents..
<br /> 2. Acknowledgements and Agreements of Junior Lender. Junior Lender declares,
<br /> acknowledges, and agrees that:
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<br /> 2.1 Lender would not make the Loan without this Subordination Agreement.
<br /> 2.2 Junior Lender consents to all provisions of the Deed of Trust and the other Loan
<br /> Documents;
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