2015/06/03 Council Agenda Packet

8 liens or charges of HTF Deed of Trust, the City Deed of Trust, and the County Deed of Trust against the Property to the lien or charge of the Bank Deed of Trust; E. The Bank would not advance the Bank Loan absent the execution of this Agreement by the Parties hereto; and F. The Bank shall provide notice to each other Lender of any written default issued to the Authority pursuant to the Bank Loan Documents, provided, however, that the failure of the Bank to provide any such notice shall not constitute a defense, waiver or limitation of any right or remedy of the Bank under the Bank Loan Documents, nor shall it limit,release,waive or affect any duty, liability or obligation of the Authority under the Bank Loan Documents. Other than providing notice to each other Lender of any written default issued to the Authority, the Bank has no duty or obligation under this Agreement to disclose any information to any party. The Authority hereby consents to the disclosure to each Lender of any written default issued by the Bank in connection with the Bank Loan Documents. Each Party hereto has made such independent legal and factual inquiries and examinations as such Party deems necessary or desirable and are not relying on any inquiries or examinations made by the Bank or on information from the Bank concerning the Authority, the Property or the Project. 9. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the priority of each Party's liens and interests in the Property described herein and all prior understandings and agreements on that subject are superseded hereby. (b) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. (c) Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered within normal business hours, when actually received by facsimile transmission during normal business hours, or two (2)business days after deposit in the U.S. mail, postage prepaid, (one(1) business day if sent by overnight courier)to the Parties hereto at the addresses set forth below, or to such other place as a Party may from time to time designate by notice to the other Parties. No transferee or successor of a Party hereto shall be entitled to notices or opportunity to cure defaults hereunder unless notice of the transfer is given in accordance with this subsection. Silver Lake Cottages Priority and Subordination Agreement Page 8 90