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8 <br /> 6. Actions by Bank; Certain Waivers. Bank, without the consent of or notice to any other <br /> Party,may release any or all parties liable for any obligation secured by the Bank Documents, <br /> or release any or all security for the obligations secured by the Bank Documents, all without <br /> affecting the subordinations under this Agreement. Commerce, the Authority, the City, and <br /> the County waive any right to require marshaling of assets or to require Bank to proceed <br /> against or exhaust any specific security for the obligations secured by the Bank Documents, <br /> and waive any defense arising out of the loss or impairment of any right of subrogation to the <br /> lien of the Bank Documents. However, Bank agrees not to voluntarily subordinate the lien of <br /> the Bank Deed of Trust or any portion thereof to any other liens or encumbrances on the <br /> Property without the written consent of Commerce, the City and the County, which consent <br /> may consist of such Lenders' subordination to the same lien or encumbrance. <br /> 7. Rents. Commerce, the City, and the County understand that the Authority has <br /> assigned all leases, income, rents, and profits of the Property and Project in connection with <br /> the Bank Documents. The Parties agree that upon an Event of Default under the Bank <br /> Documents, the Bank shall have the absolute right to collect all rents and profits from the <br /> Property as provided in the Bank Documents. <br /> 8. Acknowledgements. Commerce, the City and the County hereby agree and <br /> acknowledge, solely for the benefit of the Bank, as follows: <br /> A. For purposes of this Agreement, each has been provided the opportunity to <br /> review the Bank Documents before executing this Agreement; <br /> B. The Bank, in making disbursements pursuant to the Bank Documents, is under <br /> no obligation or duty to insure,nor has the Bank represented that it will insure, <br /> the proper application of such proceeds by the person(s) to whom the Bank <br /> disburses such proceeds, and any application or use of such proceeds for <br /> purposes other than as provided in any such agreement shall not defeat or <br /> render invalid, in whole or in part, the subordinations provided for in this <br /> Agreement; <br /> C. The Bank has not made any warranty or representation of any kind or nature <br /> whatsoever to with respect to (i) the application of the proceeds of the Bank <br /> Loan upon the security of the Bank's Deed of Trust, (ii) the value of the <br /> Property or the improvements to be developed thereon pursuant to the Bank <br /> Documents, or the marketability or value thereof upon completion of such <br /> improvements, or (iii) the ability of the Authority to honor its covenants and <br /> agreements with the Bank or other Parties; <br /> D. The Bank's release of any security for the Bank Loan, including, without <br /> limitation, the reconveyance of any portion(s) of the Property from the lien of <br /> the Bank Deed of Trust shall not constitute a waiver or relinquishment of <br /> Commerce's, the City's or the County's unconditional subordination of the <br /> Silver Lake Cottages <br /> Priority and Subordination Agreement Page 7 <br /> 89 <br />