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��14��144 W HEREAS,the parti�s hereto now desire to enter into this Agreement to �stabiish certain ri�hts and obligati�ns vvith respect to their �nterests, and to pro�ide for various contingencies as here�nafter set forth. Unl�ss�therwise provided, Gapitaliz�d terms used herein are defined in Sectron 1�, and vvhere nat ntherwise defined shall haye the meaning gi�en thern ir� the Security Instrument. WHEREAS, this Agreement amend� and restates �n its entirety that certain Amended and Restated Master Lease Subardinati�n Agreement entered into as of Ju�y 1, ZU14 and recorded in �alhoun,Ingham,Mi�iland and Saginaw �ounties,Mich�gan,as de�cribed in S�hedule 3 atta�hed hereto. N��V, THEREF�RE, in considerat�on for the faregain�and ath�r good and valuable cansid�ration,the receipt and sufficiency of which are her�by ackn�w�edged, and of the mutual benefits to accrue to the parties hereto, it is here�y declared, understood and agreed that the Master Lease and Sublease, aIl terms and conditions set forth in the Master Lease and Sublease, th� leasehold interests and estates created thereby, and the priorities, rights,pri�ileges and powers of Master Tenant, �perat�r and Land�ord thereunder shal� be and the sam� are hereby, and with fu11 knowledge and understanding of the effect thereof, unconditinnally made subject and subordinate to the lien and charge of the Se�urity Instrum�nt, all terms and conditions conta�ned therein, any renewals, ext�ns�ons, modi�cations�r replacemer�ts thereof, and the rights,privileg�s and powers�f the Lender thereunder,and shall hereafter be j uni�r and inferiar to the lien and charge of the Se�urity Instrument, al� an the terms and conditions of this Agreement. The parties further agree as follovvs: 1. Relationship to �th�r A�reements. It is expressly understood and agreed that this A reement shali supersed�, t�the�xtent inconsistent herewith,the pro�isions of the Mast�r � Lease ar�d Subiease relating to the suhordination of the Master Lease and Sublease and the l�aseh�ld interests and estates created therel�y ta the lien or charge af the Security Instrument. 2. Cansent to Leases. Lender consents to the Master Lease and Suhlease, including any amendments to either of them proposed in c�nnection with the.Project and disc�osed ta Lender. 3. Proiect��erati�Deficiencies. �a} For purposes here�n, any of the foi�awing circumstances c�nstitute a"Praject �perating Deficiency": �� The�p�rat�r fails to make any payments pursuant to the Borrower-�perator Agreement, if such payments are intend�d to �e used k�y Borrovver to make the required debt ser�ice payments pur�uant t�t�e Loan Documents and if such failure, in HLJD's discretion, has a materia�ly ad�erse effect on the Project; �11} Any one or more of the follow�ng fnan�ial indicators exist: (1� negative w�rking capital is shown in�peratar f nan�ia� staternents for thr�e or more cons�cutive yuarters; Previous�ersions obsolete Page 3 of 9 form HUD-92333-��t�F�Re�.�31�3}