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20230325/1 AGREEMENT In consideration of the mutual benefits to the parties and to induce Lender to make the Lender Loan, it is hereby agreed as follows: (1) Use of Lender Loan Proceeds. 100% of the proceeds of the Lender Loan shall be used for the following described purpose(s): refinance of Borrower's indebtedness with Equitable Bank secured by a senior lien position against the collateral. Any other use of the proceeds, except to pay necessary, reasonable and customary closing costs, shall void this Subordination Agreement. (2) Lender Warranty. Lender would not make the Lender Loan without this Subordination Agreement. (3) Accurate Information. The Lender warrants and represents that all information provided by the Lender to CDC, including, without limitation, all information regarding the Borrower's financial condition, is accurate to the best of its knowledge and that Lender has not withheld any material information. Lender acknowledges that for purpose of this transaction, CDC is acting on behalf of SBA, an agency in the United States Government, except that SBA accepts no liability or responsibility for any wrongful act or omission by CDC. Lender further acknowledges that any false statements to CDC can be considered false statements to the federal government under 18 U.S.C. § 1001, and may subject the Lender to criminal penalties, and that CDC and SBA are relying upon the information submitted by the Lender. (4) Subordination of SBA Lien Priority. Lender's Security Instrument, and any renewals or extensions thereof, shall be a lien on the Property prior to the lien of SBA's Security Instrument. (5) Hold Harmless Agreement. Except as expressly provided herein, this Subordination Agreement shall not operate to, or be construed to, alter the priority of SBA's Security Instrument with regard to any legal or equitable interest in the Property. Owner and Lender shall hold SBA harmless from any impairment of its lien (with regard to any third party) which is occasioned by this Subordination Agreement. (6) Required Signatures. This Subordination Agreement is void if it is not duly executed by SBA, Lender, and Owner, or does not contain the written approval of all other individuals and legal entities with direct or contingent liability for repaying the SBA Loan such as the Borrower and all guarantors. (7) Waiver of Provision Not to Encumber Property. Lender waives its rights to enforce, as against CDC and SBA, any provisions in its documents that prohibit Borrower from further encumbering the Property or which restrict Borrower's ability to assign its lease on, or rents, income or profits from, the Property. (8) Lender Compliance with SBA 504 Loan Program Requirements. Lender agrees that all documents evidencing the Lender Loan and the Lender Lien will comply with the 504 Loan Program Requirements as established by SBA, including those identified in the following subparagraphs, and, in the event one or more of the provisions in such documents do not comply with these 504 Loan Program Requirements, Lender waives any right to enforce such provisions while the 504 Loan has any unpaid balance and agrees that it must act in a commercially reasonable manner with regard to any enforcement action. (a) No Open -Ended Features and No Future Advances. The Lender Loan must not be open-ended. The Lender may not make future advances except for reasonable costs of collection, subordination ne 2021 Ver. 2021 1